Res 2015-176/approving an annual agreement between the City and Techline, Inc. for the provision of Interim Inventory and Warehouse Management Services for the Public Services Department

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(b) The Contractor will retain all of its records and supporting documentation relating to this Agreement, and not delivered to the City, for a period of three years, except that in the event the Contractor goes out of business during that period, it will turn over to the City all of its records relating to the Project for retention by the City. 5. Patent Fees and Royalties (a) If applicable, the Contractor will pay all license fees, royalties, and other costs incident to the use of any invention, design, process, product or device subject to a patent right or copyright held by others in performing the work or in the completed project. (b) The Contractor will hold harmless, indemnify and defend the City, its officers, agents and employees from and against all claims, damages, losses and expenses, including attorney's and expert witness fees, . arising out of any claim of infringement of a patent right or copyright in the performance of the work or the incorporation in the work of any invention, design, process, product or device. 6. Contractor as Independent Contractor It is expressly agreed that the Contractor is an independent contractor, and not an employee, agent, partner or joint venturer with the City. The Contractor will not pledge or attempt to pledge the credit of the City. 7. Designation of Contractor's Contact Person The Contractor agrees to designate in writing a single contact person assigned to coordinate the Contractor's performance of obligations under this Agreement. Any changes to this designation must be made by the Contractor in writing to the City. 8. Breach The City will have the right to declare the Contractor in breach of this Agreement for cause when the City determines that this Agreement has not been performed in accordance with its written terms and conditions. 9. Term: Termination of Agreement (a) The term of this Agreement begins on the effective date established on the first page of the Letter Agreement and will end one year from that date. This Agreement will automatically renew for two additional one year periods unless this Agreement is terminated under subsections (b) or (c) below. (b) This Agreement may be terminated by either party upon 15 calendar 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. The Contractor will provide the City with at least a 30 calendar day period of opportunity to cure before the Contractor initiates termination. (c) This Agreement may be terminated for convenience and without cause by the City upon at least 15 calendar days prior written notice to the Contractor. (d) In the event of termination as provided in this Section, the Contractor will immediately discontinue any and all services under this Agreement at the City's request. 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 CITY HALL • 630 EAST HOPKINS • SAN MARCOS, TExAS 78666 ® 512.393.8150 • FACSIMILE 855.759.2846 SANMARCOSTX.GOV 8