02-10-2021 Council Packet - Laserfiche WebLink

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12. Legal Compliance. TCO is required to treat all City employees, customers, clients, business partners, and other affiliates with respect and responsibility. TCO is required to comply with all laws, governing their profession, licensing requirements, and other laws or regulations that will allow them to complete the Scope of Work. 13. Persons Hired by TCO. All persons hired by TCO to assist in performing the tasks and duties necessary to complete the Scope of Work shall be the employees of TCO unless specifically indicated otherwise in an agreement signed by all parties. TCO shall immediately provide proof of Workers’ Compensation insurance and General Liability insurance covering said employees, upon request of City. 14. Notices. Any notice to be given hereunder by any party to the other may be affected either by personal delivery in writing or by mail, registered or certified, postage pre-paid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraphs of this Agreement, but each party may change their address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after mailing. TCO agrees to keep City current as to their business and mailing addresses, as well as telephone, facsimile, e-mail, and pager numbers. 15. Attorneys’ Fees. In the event any litigation, arbitration, mediation, or other proceedings (“Proceeding”) is initiated by any party against any other party to enforce, interpret, or otherwise obtain judicial or quasi-judicial relief in connection with this Agreement, the prevailing party in such Proceeding shall be entitled to recover from the unsuccessful party all costs, expenses, and actual attorney's fees relating to or arising out of (a) such proceeding, whether or not such proceeding proceeds to judgment, and (b) any post-judgment or post-award proceeding, including without limitation one to enforce any judgment or award resulting from any such Proceeding. Any such judgment or award shall contain a specific provision for the recovery of all such attorneys’ fees, costs, and expenses. Any such judgment or award shall contain a specific provision for the recovery of all such subsequently incurred costs, expenses, and actual attorney’s fees. 16. Mediation and Arbitration. Any controversy between the parties to this Agreement involving the construction or application of any of the terms, provisions, or conditions of this Agreement, shall on written request of either party served on the other, be submitted first to mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the American Arbitration Association for Commercial Disputes unless the Parties stipulate otherwise. The attorneys’ fees and costs of arbitration shall be borne by the losing party unless the Parties stipulate otherwise, or in such proportions, as the arbitrator shall decide. 17. Indemnification. TCO shall defend, indemnify, hold harmless, and insure City from any and all damages expenses or liability resulting from or arising out of, any negligence or misconduct on TCO's part, or from any breach or default of this Agreement which is caused or occasioned by the acts of TCO. Independent Contractor shall insure that its employees and affiliates take all actions necessary to comply with the terms and conditions set forth in this Agreement. TCO shall name City as an additional insured on all related insurance policies including workers compensation, and general liability.