AgdaPkt 2013-02-11 - Laserfiche WebLink

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6.1.D. - Page 4 4. Compensation. Payment for fees will be based upon the schedule of fees listed in Exhibit "A." Payment is automatically debited from the checking account associated with each merchant on the 8t" business day of each month. The payment made to Bank pursuant to the Agreement will be the full and complete compensation to which Bank is entitled. City will not make any federal or state tax withholdings on behalf of Bank or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Bank or its employees or subcontractors. At the City's election, City may deduct the reimbursable amount from any balance owing to Bank. 5. Status of Bank. Bank will perform the Services as an independent contractor and not as an employee of City. The persons used by Bank to provide services under this Agreement shall not be considered employees of City for any purposes. 6. Subcontractinq. If Bank subcontracts any of the Services, Bank will be fully responsible to City for the acts and omissions of Bank's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Bank is for the acts and omissions of persons directly employed by Bank. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Bank and City. Bank will be responsible for payment of subcontractors. 7. Other Banks. City reserves the right to employ other Banks in connection with the Services. 8. Indemnification. Please refer to the Wells Fargo Program Guide version WFB1301 Section 26 presented in Exhibit "B". 9. Insurance. Bank shall obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Bank or Bank's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V." 9.1 Coveraqes and Limits. Bank, at its sole expense, shall maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or City Manager, in consultation with the City Attorney, approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Bank's indemnification obligations under this Agreement. City, its officers, agents, volunteers and employees make no representation that the limits of the insurance specified to be carried by Bank pursuant to this Agreement are adequate to protect Bank. If Bank believes that any required insurance coverage is inadequate, Bank will obtain such additional insurance coverage, as Bank deems adequate, at Bank's sole expense. ATTY/AGR/2013.015/WELLS FARGO MERCHANT SERVICES REV:01-25-13 MLG Page 2 of 7