2020-146 Resolution - Laserfiche WebLink

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rating by A.M. Best Company of "A" or better) indicating that the Recipient and any subcontractor or agent of the Contractor engaged in any work under this Contract are included as additional insured on said policy. Said policy shall contain a provision that the Recipient shall be given thirty (30) days written notice of cancellation. SECTION 19: INDEMNIFICATION To the fullest extent allowed under law: (a) the Contractor shall indemnify, hold harmless and defend the Recipient, its officers, agents, and employees, from or on account of any and all claims, actions, lawsuits, losses, expenses, injuries, damages, judgments or liabilities of any kind whatsoever resulting from arising out of., or in connection with the Contractor's performance or nonperformance of services pursuant to this Contract, whether said services are performed by the Contractor, its agents, appointees or employees, or on behalf of the Contractor by the Recipient, its agents or employees, unless said claims, actions, lawsuits, losses, expenses, injuries, damages, judgments or liabilities result from, arise out of, or is in connection with the actions or inactions of the Recipient, its officers, agents, or employees, for the sole benefit of the Recipient and unrelated to the Contractor's performance or nonperformance of its services under this Contract. Indemnification shall obligate the indemnifying party to defend any and all claims and/or st.rits brought against the indemnified party which may result from the indernnifying party's performance or nonperformance of' its services or obligations, as appropriate, pursuant to the Contract, as stated herein. This article shall survive the termination of this Contract. SECTION 20: RECORDS The parties shall maintain such financial records and other records pertaining to this Contract as may be prescribed by applicable federal and state laws, rules, and regulations. The parties shall retain these records for a period of three (3) years after final payment. Upon reasonable request, these records shall be made available during the term of the Contract and the subsequent three- year period for examination by the parties. SECTION 21: TERMINATION Either Party may terminate this Contract without cause upon 90 days advance written notice to the other party. Upon such termination without cause, Contractor shall be entitled to payment, in accordance with the payment provisions, for services rendered up to the termination date and the Recipient shall have no other obligations to Contractor. Contractor shall be obligated to continue performance of Contract services, in accordance with this Contract, until the termination date and shall have no further obligation to perform services after the termination date. Upon termination, the Recipient shall be entitled to a refund from Contractor on a pro rata basis of any advance payments made by the Recipient to Contractor. SECTION 22: LEGAL FEES AND WAIVER In the event of legal action brought by either party for breach ofthis Contract, the prevailing party shall be entitled to reimbursement of all reasonable costs, expenses and legal fees incurred in Transportation Services Contract Senior Transportation Connection and the City of North Olmsted