RES 86148 - Laserfiche WebLink

c. The total costs to be incurred under subsections (a) and (b) above shall not exceed Two Hundred Twenty-Eight Thousand Seven Hundred and No/lO0 Dollars ($228,700.00) during the term of this Agreement without prior approval of the City Council. Payment shall be made monthly within ten (10) days of receipt of Smith's invoice. 8. C~ncellation of Agreement. Either party may terminate this Agreement upon thirty (30) days written notice to the other party. In the event the City chooses to terminate this Agree- ment, Smith shall be entitled to payment for all services per- formed and all costs incurred. 9. Insurance. During the term of this Agreement, Smith shall maintain in full force and effect a comprehensive, general liability policy in an amount of at least $500,000 combined limit for bodily injury and property damage. The policy sh~ll name the City, its officers, employees, and agents as additional insureds and shall stipulate that this insurance will operate as primary insurance for work performed by Smith. Smith shall file with the City's Department of Finance a Certificate of Insurance evidenc- ing the above and providing that no cancellation, major change in coverage, or expiration by the insurance company will be made during the term of this Agreement without thirty (30) days writ- ten notice to the City prior to the effective date of such can- cellation or change in coverage. 10. Indemnification. Smith shall defend, indemnify,-and hold harmless the City and its officers and employees from and against all claims, losses,damage, injury, and liability for damages arising from errors, omissions, negligent or wrongful acts of Smith in the performance of its services under this Agreement. 11. Other Clients. The parties recognize that Smith has other clients for which it performs services similar to those provided for herein, and may find, from time to time, that the interests of various such clients may conflict with the interest of the City. Smith shall advise the City of all such instances wherein there is a conflict between the interest of the City and the interests of one or more of its other clients, and in each and every instance agrees that it shall not take any action on behalf of the City or such other client or clients without the consent of the city. 12. Confidential Information. Smith agrees that it will not disclose any confidential information regarding the City or its current or former employees that it has obtained or will obtain, either directly or indirectly, without the prior consent of the City. - 3 -