Resolution 2003-03 - Laserfiche WebLink

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XII. GENERAL PROVISIONS A. Independent Contractor. In the performance of the Services, the Lobbyist shall act as an independent contractor and not as agent of the City except to the extent the Lobbyist is specifically authorized to act as agent of the City. B. Books and Records. The Lobbyist's books and records with respect to the Services and reimbursable costs shall be kept in accordance with recognized accounting principles and practices, consistently applied, and will be made available for the City's inspection and copying at all reasonable times at the places where the same may be kept. The Lobbyist shall not be required to retain such books and records for more than three (3) years after completion of the Services. C. Responsibility; Liability — Indemnification. The Lobbyist's shall indemnify and hold harm- less the City and its officers, agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of the Services, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Project itself) including the loss of use resulting therefrom, and (2) is caused in whole or in part by any negligent act or omission or other fault of the Lobbyist, any subcontractor of the Lobbyist, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this paragraph C. In any and all claims against the City or any of its officers, agents or employees by any employee of the Lobbyist, any subcontractor of the Lobbyist, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph C shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Lobbyist or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. In the event it becomes 'necessary for the City to bring an action to enforce any provision of this Agreement or to recover any damages the City. may incur as a result of the breach of this Agreement, including, but not limited to defective work, and the City prevails in such litigation, the Lobbyist shall pay the City its reasonable attorney fees as determined by the Court. D. Communications. All communications relating to the day-to-day activities for the Project shall be exchanged between the City Manager's Office and the Lobbyist who will be designated by the parties promptly upon commencement of the Services. E. Assignment. The Lobbyist shall not assign this Agreement in whole or in part, including the Lobbyist's right to receive compensation hereunder, without the prior written consent of the City; provided, however, that such consent shall not be unreasonably withheld with respect to assignments to the Lobbyist's affiliated or subsidiary companies, and provided, further, that any such assignment shall not relieve the Lobbyist of any of its obligations under this Agreement. This restriction on assignment includes, without limitation, assignment of the Lobbyist's right to payment to its surety or lender. F. Applicable Laws. This Agreement, and all questions concerning the execution, validity or invalidity, capacity of the parties, and the performance of this Agreement, shall be interpreted in all respects in accordance with the Charter and Code of the City of Louisville and the laws of the State of Colorado. The parties agree that venue for any litigation involving this Agreement shall be in the Boulder