Res 2006-032 - Laserfiche WebLink

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I I I years, except that in the event the Consultant goes out of busmess 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 Ae:reement (a) The term of this Agreement begins upon the date of the letter agreement, and will end upon the Consultant's completion, and the CIty'S acceptance, of all services described in this Agreement. (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 imtiating the terminatIon. (c) This Agreement may be terminated at will by the CIty upon at least 15 days prIor written notice to the Consultant. (d) In the event of tenrunation as provided m this Section, the Consultant will be compensated for all services performed to the terminatIon date which are deemed by the City to be m accordance with this Agreement. This amount will be paid by the CIty upon the Consultant's delivering to the City all mformatIon and materials developed or accumulated by the Consultant 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 Indemnitv (a) Consultant shall indemnify the City from any claims, damages, losses, and costs, including, but not lImited to, reasonable attorney's fees and litigation costs, to the proportionate extent caused by the Consultant's negligence m connection with the project, subject to the limits of the Consultant's msurance. (b) The Consultant will procure and maintain at ItS expense msurance WIth insurance companies authorized to do business m the State of Texas, coverIng all operations under this Agreement, whether performed by the Consultant or its agents, subcontractors or employees. Before commencing the work the Consultant will furnish to the City a October 2005 certificate or certificates in a form satIsfactory to the City, showing that Consultant has complied wIth this paragraph. All certificates will provIde that the policy will not be canceled until at least 30 days written notice has been given to the CIty, and WIll name the City as an additional insured on all coverages except workers' compensation and professional liability. The bnds 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. Liability Insurance: (1) Commercial general liabilIty insurance with a combined smgle limit of $500,000 for each occurrence and $500,000 in the aggregate, (2) Motor Vehicle liability insurance in an amount not less than $250,000 for mjurIes to anyone person, $500,000 on account of anyone accident and m an amount of not less than $250,000 for property damage. (c) The stated lill1lts of msurance reqUIred by this Paragraph are minimum only--they do not lIll1lt the Consultant's indemnity obligatIon, and it WIll be the Consultant's responsibilIty to detenrune what lmuts are adequate. These limits may be met by basIc policy limits or any combmation of basIc linuts and umbrella lImits. The City's acceptance of certificates of insurance that do not comply with these requirements in any respect does not release the Consultant from compliance wIth these reqUIrements. 7. No Waiver of Immunitv The City's executIon of and performance under thIS Agreement will not act as a waiver by the CIty of any immunity from suit or liability to which it is entitled under applicable law. The partIes acknowledge that the City, in executing and performing this Agreement, is a governmental entity acting in a governmental capacity. 8. Remedies; No Waiver In the event of a default or breach of this Agreement by the Consultant, the City reserves the rIght to choose among the remedIes for the default or breach available to the City. These remedIes may be used m conjunction with one another or separately, and 2