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<br /> <br /> <br /> <br /> <br /> <br /> warranties are available to the City upon request. Further, OCAP shall honor City's written <br /> warranties, attached hereto as Exhibit 3. <br /> 6. INDEMNIFICATION <br /> <br /> a. City shall indemnify and hold OCAP harmless from and against all damages, claims <br /> or demands that may, during the term of this Agreement, arise or be occasioned by <br /> the negligent or intentional acts of City or City employees. <br /> <br /> b. OCAP shall indemnify and hold Customer harmless from and against all damages, <br /> claims or demands that may, during the term of this Agreement arise or be <br /> occasioned by the negligent or intentional acts of OCAP or OCAP's employees. <br /> 7. INSURANCE <br /> a. City, at its sole cost and expense, shall obtain, maintain and pay for insurance against <br /> the loss, theft or damage to the Stocking Products for the full replacement value <br /> thereof. Said insurance shall name OCAP as additional insured and loss payee. <br /> <br /> b. Prior to undertaking performance of work under this Agreement, OCAP shall <br /> maintain and shall require its subcontractors, if any, to obtain and maintain insurance <br /> as described below: <br /> i. Business automobile liability insurance, or equivalent form, with a combined <br /> single limit of not less than $1,000,000 per occurrence. Such insurance shall <br /> include coverage for owned, hired and non-owned automobiles. <br /> <br /> ii. Worker's Compensation Insurance. In accordance with the provisions of Section <br /> 3700 of the Labor Code, OCAP is required to be insured against liability for <br /> worker's compensation or to undertake self-insurance. Prior to commencing the <br /> performance of the work under this Agreement, OCAP agrees to obtain and <br /> maintain any employer's liability insurance with limits not less than $1,000,000 <br /> per accident. <br /> 8. TERMINATION <br /> Either party may terminate this Agreement, upon 60 days prior written notice to the other <br /> party. This Agreement may be terminated immediately by either party for the following causes: <br /> (i) in the event that the other party fails or refuses to pay any amounts due under this Agreement <br /> and such failure continues for ten (10) days; (ii) in the event that the other party fails or refuses to <br /> perform any obligations required under this Agreement, and such failure or refusal continues for <br /> sixty(60) days after written notice thereof, and (iii) in the event that the other party files a <br /> bankruptcy petition, has a bankruptcy petition filed against it, makes any assignment of its assets <br /> for the benefit of creditors, or admits in writing it's inability to pay its debts as they become due. <br /> 9. EFFECT OF TERMINATION OR EXPIRATION <br /> Immediately upon the expiration or termination of this Agreement by either part3 for any <br /> reason: (i) all duties, responsibilities and other obligations of each party hereunder shall <br /> terminate, except for the payment of any amounts due and owing to either party at the time of <br /> termination; (ii) each party shall immediately return to the other party all equipment, software, <br /> books, records, tools and any other personal property owned by the other party that are in such <br /> party's possession. If either party fails to return such Property, the other party shall be entitled to <br /> enter into the withholding party's property to remove all equipment and other items of personal <br /> <br /> <br /> 25D-5 <br />