Res 2008-039 - Laserfiche WebLink

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relating to the Project for retention by the City. ARTICLE 6 TERM; TERMINATION OF AGREEMENT 6.1 The term of this Agreement begins on the effective date established in the first paragraph of the Agreement and will extend for one year from the date of execution. This Agreement will automatically extend for three additional one year periods, provided that all terms and conditions of this Agreement remain in full force and effect except for extension or price re-determinations which will be accomplished by an Authorization in Change of Services as stipulated in Section 1.10 unless this Agreement is terminated under Sections 6.2 or 6.3 below. Any proposed Contractor rate changes will be negotiated as part of the Agreement extension process. 6.2 This Agreement may be terminated by either party upon 30 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. 6.3 This Agreement may be terminated at will by the City upon at least 30 days prior written notice to the Contractor. 6.4 In the event of termination as provided in this Article, the Contractor will be compensated for all services performed to 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 reproduction of these items will be borne by the City. ARTICLE 7 INSURANCE AND INDEMNITY 7.1 The Contractor will indemnify, hold harmless 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 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. This obligation by Contractor will not be limited by reason of the specification of any particular insurance coverage in this Agreement. 7.2 The Contractor will procure and maintain at Contractor's 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 the Contractor's agents, subcontractors or employees. Before commencing the work the Contractor will furnish to the City a certificate or certificates in form satisfactory to the City, showing that the Contractor has ~a~~~1rc ~ ~~~t 6