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<br /> JoF <br /> shall not be responsible, and liability is waived by CITY against <br /> CONSULTANT, and CITY shall indemnify CONSULTANT from any and all <br /> losses, claims, demands and causes of action resulting from CITY's <br /> intentional, willful, and wanton illegal use of the plans, <br /> specifications and and/or the intentional, willful and wanton illegal <br /> use by others if CITY has knowledge of such use by others I and in such <br /> event I CITY will exercise its best efforts to notify CONSULTANT of such <br /> use by others. <br /> ARTICLE 7 <br /> TERMINATION OF AGREEMENT <br /> 7.1 This Agreement may be terminated by either party upon fifteen <br /> (15) days prior written notice should the other party fail <br /> substantially to perform in accordance with its terms through no fault <br /> of the party initiating the termination. <br /> 7.2 This Agreement may be terminated at will by the CITY upon at <br /> least fifteen (15) days prior written notice to the CONSULTANT. <br /> 7.3 In the event of termination as provided in this Article, the <br /> CONSULTANT shall be compensated for all services performed to <br /> termination date which are deemed by the CITY to be in accordance with <br /> this Agreement. Such amount shall be paid by the CITY upon the <br /> CONSULTANT's delivering or otherwise making available to the CITY, all <br /> data, drawings, specifications, reports, estimates, summaries, and such <br /> other information and materials as may have been accumulated by the <br /> CONSULTANT in performing the services included in this Agreement, <br /> whether completed or in progress. The expense of the reproduction of <br /> these items shall be borne by the CITY. <br /> ARTICLE 8 <br /> MISCELLANEOUS PROVISIONS <br /> 8.1 This Agreement shall be governed by the law of the State of <br /> Texas. Exclusive venue for any dispute arising under this Agreement <br /> shall be in Hays County, Texas. <br /> 8.2 As between the parties to this Agreement, as to all acts or <br /> failures to act by either party to this Agreement, any applicable <br /> statute of limitations shall commence to run and any alleged cause of <br /> action shall be deemed to have accrued in any and all events when the <br /> party commencing the cause of action knew or should have known of the <br /> existence of the subject acts(s) or failure(s) to act. <br /> 8.3 The CONSULTANT agrees to indemnify the CITY and its employees, <br /> agents, officers and servants from any and all lawsuits, claims, <br /> demands and causes of action of any kind arising from the negligent or <br /> intentional wrongful acts of the CONSULTANT, its employees or agents. <br /> This shall include, but not be limited to, the amounts of judgments, <br /> penalties, interests, court costs, legal fees, and all other expenses <br /> incurred by the CITY arising in favor of any party, including the <br /> amounts of any damages or awards resulting from claims, demands and <br /> causes of action for personal injuries, death or damages to property <br /> and without limitation by enumeration, all other claims, demands, or <br /> causes of action of every character occurring, resulting, or arising <br /> from any negligent or intentional wrongful act, error or omission of <br /> the CONSULTANT and/or its agents and/or employees. This Agreement by <br /> CONSULTANT shall not be limited by reason of the specification of any <br /> particular insurance coverage in this Agreement. <br /> -7- <br />