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represented for the ownership of the City only. Any other use by Consultant or other parties needs <br />to be approved in writing by the City in order to be properly authorized. <br />7. INDEMNIFICATION. Consultant agrees to indemnify and hold harmless, the City, its <br />officers, agents, employees from, and against any and all claims, actions, liabilities, losses and <br />expenses including, but not limited to, attorney's fees for personal, economic or bodily injury, <br />wrongful death, loss of or damage to property, at law or in equity, which may arise or may be <br />alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the <br />Consultant, agents or other personal entity acting under Consultant's control in connection with the <br />Consultant's performance of services pursuant to that agreement and to that extent the Consultant <br />shall pay such claims and losses and shall pay all such costs and judgments which may issue from <br />any lawsuit arising from such claims and losses including wrongful termination or allegations of <br />discrimination or harassment, and shall pay all costs and attorneys' fees expended by the City in <br />defense of such claims and losses including appeals. The parties agree that ten percent (10 %) of the <br />total compensation is a specific consideration from the City to the Consultant for this indemnity. <br />8. TERMINATION. <br />A. If, through any cause within the reasonable control the Consultant shall fail to fulfill <br />in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to <br />this agreement, the City shall have the right to terminate the services then remaining to be <br />performed. Prior to the exercise of its option to terminate for cause, the City shall notify the <br />Consultant of its violation of the particular terms of the agreement and grant Consultant ten (10) <br />days to cure such default. If the default remains uncured after ten (10) days the City may terminate <br />this agreement <br />(i.) In the event of termination, all finished and unfinished documents, data and other <br />work product prepared by Consultant (and sub consultant(s)) shall be delivered to the <br />City and the City shall compensate the Consultant for all services satisfactorily <br />performed prior to the date of termination, as provided in Paragraph 4 herein. <br />(ii.) Notwithstanding the foregoing, the Consultant shall not be relieved of liability to the <br />City for damages sustained by it by virtue of a breach of the agreement by Consultant <br />and the City may reasonably withhold payments to Consultant for the purposes of <br />set -off until such time as the exact amount of damages due the City from the <br />Consultant is determined. <br />B. Termination for Convenience of City. The City may, for its convenience and <br />without cause terminate the services then remaining to be performed at any time by given written <br />notice which shall become effective ten (10) days following receipt by Consultant. The terms of <br />Paragraphs A(i) and (ii) above shall be applicable hereunder. <br />C. Termination for Insolvency. The City also reserves the right to terminate the <br />remaining Services to be performed in the event the Consultant is placed either in voluntary or <br />involuntary bankruptcy or makes any assignment for the benefit of creditors. <br />9. ASSIGNMENTS, TRANSFERS, SUBCONTRACTING. The Consultant shall not <br />subcontract, assign or transfer any work under this agreement with the prior written consent of the <br />Page 3 of 6 <br />C 1 1 12 -054 Hari Cruz - Bustillo Agreement <br />