Agenda Packet 06-23 - Laserfiche WebLink

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V. Termination This Agreement may be terminated by either party hereto at any time upon ten (10) days written notice of termination to the other party. Such notice may be delivered personally to the address shown in this agreement or by forwarding said notice to the other party by certified mail, return receipt requested and shall be effective ten (10) days following receipt thereof by the other party. If the SERVICE ORGANIZATION terminates the Agreement prior to providing all the services required herein, the SERVICE ORGANIZATION shall refund that portion of the funding received on a pro rata basis. VI. Release/Indemnification BY ENTERING INTO THIS AGREEMENT, THE SERVICE ORGANIZATION EXPRESSLY AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY OF PARIS, TEXAS AND ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM AND AGAINST ALL DAMAGES, INJURIES (INCLUDING DEATH), CLAIMS, PROPERTY DAMAGES (INCLUDING LOSS OF USE), LOSSES, DEMANDS, PENALTIES, SUITS, JUDGMENTS AND COSTS, INCLUDING ATTORNEY'S FEES AND EXPENSES, IN ANY WAY ARISING OUT OF, RELATED TO, OR RESULTING FROM THE SERVICE ORGANIZATION'S ACTIVITIES OR SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR CAUSED BY THE NEGLIGENCE, ERRORS, OMISSIONS OR INTENTIONAL WRONGFUL ACTS OF THE SERVICE ORGANIZATION OR THE SERVICE ORGANIZATION'S OWNERS, OFFICERS, EMPLOYEES OR AGENTS. VII. Independent Contractor SERVICE ORGANIZATION shall be considered for all purposes under this Agreement an independent contractor, and not an employee, agent, or other representative of CITY. Nothing in this Agreement shall change the SERVICE ORGANIZATION's independent contractor status or create any kind of joint enterprise between the SERVICE ORGANIZATION and the CITY. VIII. Miscellaneous This Agreement may be assigned by SERVICE ORGANIZATION only with the express written consent of the City Manager of the City of Paris, Texas. SERVICE ORGANIZATION and CITY agree that the services provided under this Agreement are to be performed in Lamar County, Texas, and venue for any and all legal actions arising under this Agreement, if any, shall lie exclusively in the State Courts of Lamar County, Texas and in the Federal Courts for the Eastern District of Texas. This Agreement, and every provision hereof, shall be considered severable, and the invalidity or partial invalidity of any section, clause, or provisions of this Agreement shall not affect the validity of any other portion of this Agreement.