Res 2015-129/CVB Contract - Laserfiche WebLink

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(b) This Agreement may be terminated by either party upon 15 days prior written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. (e) This Agreement may be terminated at will by the City upon at least 30 days prior written notice to the Contractor. (d) In the event of termination as provided in this Section, the Contractor will be compensated for all services performed to the termination date which are deemed by the City to be in accordance with this Agreement. This amount will be paid by the City upon the Contractor's delivering to the City all information and materials developed or accumulated by the Contractor in performing the services described in this Agreement, whether completed or in progress. The expense of the reproduction of these items will be borne by the City. 6. Insurance and Indemnity (a) The Contractor will hold harmless, indemnify and defend the City and its employees, agents, officers and servants from any and all lawsuits, claims, demands and causes of action of any kind arising from the negligent or intentional acts, errors or omissions of the Contractor, its officers, employees or agents. This will include, but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City arising in favor of any party, including the amounts of any damages or awards resulting from claims, demands and causes of action for personal injuries, death or damages to property. (b) The Contractor will procure and maintain at its expense insurance with insurance companies authorized to do business in the State of Texas, covering all operations under this Agreement, whether performed by the Contractor or its agents, subcontractors or employees. Before commencing the work the Contractor will furnish to the City a certificate or certificates in a form satisfactory to the City, showing that Contractor has complied with this paragraph. All certificates will provide that the policy will not be canceled until at least 30 days written notice has been given to the City, and will name the City as an additional insured on all coverages except workers' compensation and professional liability. The kinds and amounts of insurance required are as follows: Workers' Compensation Insurance: In accordance with the provisions of the Workers' Compensation Act of the State of Texas. Liability Insurance: (1) Commercial general liability insurance with a combined single limit of $500,000 for each occurrence and $500,000 in the aggregate, (2) Motor Vehicle liability insurance in an amount not less than $250,000 for injuries to any one person, $500,000 on account of any one accident and in an amount of not less than $250,000 for property damage. (e) The stated limits of insurance required by this Paragraph are minimum only - -they do not limit the Contractor's indemnity obligation, and it will be the Contractor's responsibility to determine what limits are adequate. These limits may be met by basic policy limits or any combination of basic limits and umbrella limits. The City's acceptance of certificates of insurance that do not comply with these requirements in any respect does not release the Contractor from compliance with these requirements. 7. No Waiver of immunity The City's execution of and performance under this Agreement will not act as a waiver by the City of any immunity from suit or liability to which it is entitled under Texas law. The parties acknowledge that the City, in executing and performing this Agreement, is a governmental entity acting in a governmental capacity. 8. Miscellaneous Provisions (a) This Agreement is governed by the law of the State of Texas. Exclusive venue for any dispute arising under this Agreement is in Hays County, Texas. (b) As to all acts or failures to act by either party to this Agreement, any applicable statute of limitations will commence to run and any alleged cause of action will be deemed to have accrued when the party commencing the cause of action knew or should have known of the existence of the subject act or failure to act. (c) The Contractor agrees not to use funds received by it under the terns of this Agreement for any partisan political activity or to further the election or defeat of any candidate for public office. (d) The Contractor hereby affirms that Contractor and Contractor's firm have not made or agreed to make any valuable gift whether in the form of service, loan, thing, or promise to any person or any of his /her immediate family, having the duty to recommend, the right to vote upon, or any other direct influence on the selection of contractors to provide professional services to