Res 2011-094 - Laserfiche WebLink

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RFP 211 -037 (a) The term of the Agreement begins upon the date of its execution by the City, and will end upon the Contractor's completion, and the City's acceptance, of all services described in the Agreement. (b) The 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. (c) The 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 be compensated for all services performed to the termination date which are deemed by the City to be in accordance with the 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 the Agreement, whether completed or in progress. The expense of the reproduction of these items will be borne by the City. 12. Patents. Coovriahts. Pronrietary Riqhts, Insurance and Indemnitv (a) 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 wrongful acts, errors or omissions of the Contractor, its officers, employees or agents. (b) 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 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 the Agreement. The City will provide the Contractor with a written notice of any such claim or suit. The City will provide the Contractor with a written notice of any such claim or suite. The City will assist the Contractor, in reasonable 38 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. Should a court order be issued restricting the City's use of any product 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. This obligation by Contractor will not be limited by reason of the specification of any particular insurance coverage in the Agreement. (c) The Contractor will procure and maintain at its expense insurance in full force and effect with insurance companies authorized to do business in the State of Texas, covering all operations under the 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 policies will not be canceled or materially altered until at least 30 calendar days written notice has been given to the City. Failure of the Contractor to demand a certificate or other sufficient evidence of full compliance with these insurance requirements or failure of the Contractor to identify a deficiency from the evidence that is provided as proof of insurance will not be construed as a waiver of the Contractor's obligation to maintain the required insurance coverage specified herein. Commercial general liability and motor vehicle insurance will name the City as an additional insured and will be endorsed to provide a waiver of the carrier's right of subrogation against the City. 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.