Res 2004-189 - Laserfiche WebLink

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I I I 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 fad 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 15 days prior written notice to the Consultant. (d) In the event of termination as provided in thiS Section, the Consultant will be compensated for all services performed to the termmation date which are deemed by the CIty to be 111 accordance with tillS Agreement. This amount will be paid by the City upon the Consultant's dellvermg to the City all information 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 Indemnity (a) The Consultant will hold harmless, mdemnify 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 Consultant, Its officers, employees or agents. This will include, but not be limited to, the amounts of judgments, penalties, ll1terest, court costs, reasonable legal fees, and all other expenses 11lcurred by the City arising 111 favor of any party, includmg the amounts of any damages or awards resulting from claims, demands and causes of action for personal 1l1juries, death or damages to property (b) The Consultant will procure and mall1ta1l1 at its expense ll1surance With insurance companies authorized to do business in 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 certificate or certificates in a form satisfactory to the October 2004 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 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. Liability Insurance' (I) Commercial general liability insurance with a combined single limit of $500,000 for each occurrence and $500,000 in the aggregate, (2) Motor Vehicle liability insurance III an amount not less than $250,000 for IIljurles to anyone person, $500,000 on account of anyone aCCident and 111 an amount of not less than $250,000 for property damage (c) The stated limits of insurance required by this Paragraph are minimum only--they do not limit the Consultant's indemnity obligation, and it will be the Consultant's responsibility to determine what limits are adequate. These limits may be met by basic policy limits or any combination of basic limits and umbrella limits. The City's acceptance of certificates of insurance that do not comply with these requirements 111 any respect does not release the Consultant from compliance with these requirements. 7. No Waiver of Immunity 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 Texas law. The parties acknowledge that the City, in executing and performing this Agreement, IS a governmental entity actmg in a governmental capacIty 8. Miscellaneous Provisions (a) This Agreement is governed by the law of the State of Texas. Exclusive venue for any dispute arising under this Agreement is In Hays County, Texas. (b) As to all acts or failures to act by either party to 2