AgdaPkt 2019-06-24 Joint SA PFA - Laserfiche WebLink

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6.J. - Page 6 of 7 parties' respective degrees of culpability, as determined by the court, and Contractor's duty to indemnify the City will be limited accordingly e) Notwithstanding anything to the contrary contained herein, Contractor's indemnification obligation to City for Claims under this Agreement will be limited to the maximum combined aggregate of Contractor's general liability and umbrella insurance policies in the amount of $9,000,000 (Nine Million Dollars). 12. Either party shall have the right to terminate this Agreement by giving sixty (60) days written notice to the other party. 13. The Contractor shall not have the right to assign this Agreement to any other person or entity except with the prior written consent of the City. 14. The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of Twenty -Three Dollars and Seventy -Five Cents ($23.75) per hour of Crossing Guard Services provided during the term. The cost per year (11,700 hours of service) shall not exceed Two Hundred Seventy -Seven Thousand Eight Hundred Seventy -Five Dollars ($277,875.00). 15. Payment is due within thirty (30) days of receipt of Contractor's properly prepared invoice. 16. Contractor may request a price increase during the term as a result of any legally - mandated increases in wages or benefits imposed in the state or municipality in which the Services are to be performed and to which Contractor's employees would be subject. Contractor shall provide the City with 60 days -notice of its request to increase pricing. The City agrees to review and respond to said notice within 30 days of receipt. 17. The City shall have an option to renew this Agreement. In the event this Agreement is extended beyond the end of the term set forth above, the compensation and terms for the Services shall be established by mutual consent of both parties. 18 This Agreement constitutes the complete and exclusive statement of the agreement among the parties with respect to the subject matter hereof and supersedes all prior written or oral statements among the parties, including any prior statements, warranties, or representations. This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors, and assigns. Each party hereto agrees that this Agreement will be governed by the law of the state in which the Services are to be performed, without regard to its conflicts of law provisions. Any amendments, modifications, or alterations to this Agreement must be in writing and signed by all parties. There will be no presumption against any party on the ground that such party was responsible for preparing this Agreement or any part of it. Each provision of this Agreement is severable from the other provisions. If any provision of this Agreement is declared invalid or contrary to existing law, the inoperability of that provision will have no effect on the remaining provisions of the Agreement which will continue in full force and effect. REV: 06-17-19 EI Page3of4 ATTY/AGR.2019.176/AII Cities Crossing Guard Conract 104