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<br /> a) Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after Cicy shall
<br /> have received written notification of cancellation or reduction in coverage by certified mail, return receipt
<br /> requested;
<br /> b) Providin; that LAW FIRM's insurance shall apply separately to each insured against whom claim is made
<br /> or suit is brou?ht, except with respect to the limits of the insurer's liabiliry (cross liabiliry endorsements);
<br /> c) Namin� City, its Council, commissions, boards, committees, officers, employees and agents as additional
<br /> insureds; and
<br /> d) Providing that LAW FIRM's insurance shall be primary insurance relatin� to LAW FIRM's work hereunder
<br /> with respect to Cit}�, its Council, commissions, boards, committees, officers, employees and Aaents, and
<br /> further providing that anv insurance or self-insurance maintained by Cit� for itself, its Council,
<br /> commissions, boards, committees, officers, employees and agents shall not be excess of LAV1' F1RM's
<br /> insurance and shall not be contributory with it.
<br /> 4. MMC Not Asent. Except as the CITY may specify in writing, MMC shall have no authoriry, express or implied, to
<br /> act on behalf of the CITY in any capacity whatsoever as an agent. MMC shall have no authorin�, express or
<br /> implied, pursuant to this AQreement to bind the CITY to any obligation whatsoever.
<br /> 5. Assi�nment Prohibited. No parry to this Agreement may assign any right or obligation pursuant to this Aareement.
<br /> An. attempt of purported assi�ment of any right or obligation pursuant to this Aareement shall be void and of no
<br /> . effect.
<br /> 6. Nondiscrimination. MMC shall not discriminate, in any way, against any person on the basis of race, sex, color,
<br /> relision. sexual orientation, disability, ethniciry, or national origin, in connection with or related to the performance
<br /> of this A�eement.
<br /> 7. Re�orts. Charts or Other Products. All reports, charts and other products produced by MMC and delivered to the
<br /> CITY are the properry of the CITY.
<br /> 8. CITY Representative. The City Mana�er or his/her designee is the representative of the CITY and will administer
<br /> this A�reement for the CITY.
<br /> 9. Indemnin and Hold Harmless. MMC shall indemnify and hold harmless the CITY, its officers, employees, and
<br /> aQents. from and against all actions, damages. claims, or losses, which are in the nature of personal injury, physical
<br /> propem damage, or intentional torts, and which allegedly arise out of or are caused by MMC's negligent or
<br /> intentional conduct in the performance of MMC's work under this Agreement.
<br /> 10. W'aiver of Breach. No waiver of the breach of any of the covenants, a�reements, restrictions or conditions of this
<br /> A�reement by an}� pam hereto shall be construed to be a waiver of any succeeding breach of the same or other
<br /> covenants, aereements, restrictions or conditions of this Aareement. No delay or omission of any parry hereto in
<br /> exercising any riQht, power or remedy herein provided in the event of default shall be construed as a waiver thereof,
<br /> or acquiescence therein, nor shall the acceptance of any payments made in a manner or at a time other than as herein
<br /> provided be construed as a waiver of or variation in any of the terms of this Agreement.
<br /> 1 l. Interest Unless the CITY requests in writin� additional information regarding the billin� or otherwise disagrees
<br /> with the billin�, the CITY shall pay MMC within thirty (30) days of receipt of MMC's billing, or from the date of
<br /> a�reement on the billin� in the event of a written request. Any payment received after such time period shall accrue
<br /> monthl� inrerest of three-quarters percent ('/.%).
<br /> 1?. Whole and Entire Asreement. This AGREEMENT, and any attachments hereto, contains the whole and entire
<br /> aQreement of the panies hereto and correctiv sets forth the rights, duties and obli�ations of each to the others as of its
<br /> date with re�ard to the provision of utilit}� users tax services described herein. This AGREEMENT, and any
<br /> attachments hereto, shall supersede any and all prior agreements entered into by the parties relating to the
<br /> Aoml-31? � �
<br /> F /Shared/Red��ood/Council
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