Res 2009-115 - Laserfiche WebLink

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Exhibit A City of San Marcos, Texas Terms and Conditions for Professional Services Agreements 1. Standards of Performance (a) The performance of all services by the Contractor under this Agreement will be by persons appropriately licensed or registered under State, local and Federal laws. (c) The Contractor will furnish to the City at such time and in such form as the City may require, financial statements including audited financial statements, records, reports, data and information, as the City may request pertaining to the matters covered by this Agreement. (b) In performing all services under this Agreement, the Contractor will use that degree of care and skill ordinarily exercised for similar projects by professionals who possess special expertise in the types of services involved under this Agreement. (c) Any provisions in this Agreement pertaining to the City's review, approval and /or acceptance of written materials prepared by the Contractor and/or its subcontractors in connection with this Agreement will not diminish the Contractor's responsibility for the materials. (d) The Contractor will perform all of its services in coordination with the City. The Contractor will advise the City of data and information the Contractor needs to perform its services, and the Contractor will meet with City representatives at mutually convenient times to assemble this data and information. (e) In performing all services under this Agreement, the Contractor will comply with all local, State and Federal laws. 2. City's Responsibilities (a) The City will provide information to the Contractor regarding the City's requirements for the Contractor's services under this Agreement. The City will furnish the Contractor with copies of data and information in the City's possession needed by the Contractor, at the Contractor's request. (b) The City will designate an authorized representative to act on the City's behalf with respect to this Agreement. The City will examine documents and information submitted by the Contractor, and promptly render responses to the Contractor on issues requiring a decision by the City. 3. Contractor's Records (a) All expense records of the Contractor related to this Agreement will be kept on a recognized accounting basis acceptable to the City and will be available to the City at mutually convenient times. (b) The City, its auditors and federal and state agencies that have monitoring or auditing responsibilities for this Agreement will have access to any books, documents, papers and records of the Contractor which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, copying and transcriptions. 4. Ownership and Use of Documents (a) All documents prepared by the Contractor in connection with this Agreement will become the property of the City. (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. Term; Termination of Agreement (a) The term of this Agreement begins upon the date of the letter agreement, and will renew automatically unless terminated in accordance with this Section. (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. (c) 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