Res 2004-035 - Laserfiche WebLink

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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 fi-om 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 at its own expense will completely and entirely hold harmless, indemnify, and defend the City from any claim or suit brought against the City involving an alleged violation of patents and/or copyrights resulting from the Contractor's or the City's use of any software, documentation and/or data provided or developed by the Contractor in connection with the services and products described in this Agreement. The City will assist the Contractor, in reasonable ways, in the preparation of information helpful to the Contractor in defending the City against such a claim or suit. The City retains the right to offset against any amounts owed the Contractor any such monies expended by the City in defending itself against such claims. Ifa court order is issued restricting the City's use of any product provided to the City by the Contractor at the City's sole option, the Contractor will, at the Contractor' s sole expense, (1) purchase for the City the right to continue using the contested product(s) or (2) provide substitute products to the City which are, in the City's sole opinion, of equal or greater quality, or (3) refund all monies paid to the Contractor by the City for the product(s) subject to the court order. The Contractor will also pay to the City all losses incurred by the City related to the product(s) and for all reasonable expense related to the installation and conversion of new products. 7.3 The Contractor will procure and maintain at Contractor's expense insurance in full force and effect with insurance c ompanies authorized to do business in the State of Texas, covering all operations under this Agreement, whether performed by Contractor or Contractor's agents, subcontractor 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 changed or canceled until