Res 2003-032 - Laserfiche WebLink

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contract. After each monitoring visit, City will provide Company with a written report of the monitor's fjnriings. If the monitoring report notes deficiencies in Company's performances under the terms of this c :ract, the monitoring report shall include requirements for the timely correction of such deficiencies by C lpany. Failure by Company to take action specified in the monitoring report may be cause for suspension or termination of this contract, as provided in Sections 17 and 18 of this contract. SECTION 10. INDEPENDENT CONTRACTOR It is expressly understood and agreed by the parties hereto that City is contracting with Company as an independent contractor, and not as a partner or joint venturer of any type. Company agrees to hord City and its officers and employees harmless and to indemnify City and its officers and employees from and against any and all claims, demands, and causes of action of every kind and character which may be asserted by any third party occurring or in any way incident to, arising out of, or in connection with the services to be performed by Company under this contract. SECTION 11. SUBCONTRACTS A. Except for subcontracts to which the federal labor standards requirements apply, Company may subcontract for performances described in this contract without obtaining City's prior written approval. Company shall only subcontract for performances described in this contract to which tl;]e federal labor standards requirements apply after Company has submitted a subcontractor eligibility form, as specified by City, for each such proposed subcontract, and Company has obtained City's prior written approval, based on the information submitted, of Company's intent to enter into such proposed subcontract. Company, in subcontracting for any performances described in this contract, expressly understands that in entering into SiJch subcontracts, City is in no way liable to Company's subcontractor(s). In no event shall any provision of this Section 11, specifically the requirement that Company obtain LilY's prior written approval of a subcontractor's eligibility, be construed as relieving Company of the responsibility for ensuring that the performances rendered under all subcontracts are rendered so as to comply with all of the terms of this contract, as if such performances rendered were rendered by Company. City's approval under Section 11 does not constitute adoption, ratification, or acceptance of Company's or subcontractor's performance hereunder. City maintains the right to insist upon Company's full compliance with the terms of this contract, and by the act of approvar under Section 11, City does not waive any right of action which may exist or which may subsequently accrue to City under this contract. C. Company shall comply with Section 85.36 of the Common Rule, and with this contract and all applicable federal, state and local laws, regulations, and ordinances for making procurements under this contract. SECTION 12. CONFLICT OF INTEREST A. Company shall ensure that no employee, officer, or agent of Company shall participate in the selection, or in the award or administration of a subcontract supported by funds provided hereunder if a conflict of interest, real or apparent, would be involved. Such conflict of interest would arise when: (1) the employee, officer, or agent; (2) any member of his or her immediate family; (3) his or her partner; or, (4) any organization which emproys, or is about to employ any of the above, has a financial or other interest in the firm or person selected to perform the subcontract. Company and its officers and employees shall ~nmply with Chapter 171, Texas Local Government Code. In all cases not governed by Subsection A of this Section, and except for eligible administrative or personnel costs, no persons specified in Subsection C of this Section who exercise or have exercised any functions or responsibilities with respect to the activities assisted under this contract or any other CDBG contract or who are in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from the activity, or have an interest or RLF Contract Page 5