" Service Provider is responsible for and required to remedy all damage or loss to any
property, including property of the City, caused in whole or part by Service Provider or
anyone employed, directed, or supervised by Service Provider.
11. INDEMNIFICATION Regardless of any coverage provided by any insurance, Service
Provider agrees to indemnify and shall defend and hold harmless the City, its agents, officials,
employees and authorized representatives and their employees from and against any and all suits,
causes of action, legal or administrative proceedings, arbitrations, claims, demands, damages,
liabilities, interest, attorney’s fees, costs and expenses of any kind or nature in any manner
caused, occasioned, or contributed to in whole or in part by reason of any negligent act,
omission, or fault or willful misconduct, whether active or passive, of Service Provider or of
anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Service Provider’s indemnity, defense and hold harmless
obligations, or portions thereof, shall not apply to liability caused by the sole negligence or
willful misconduct of the party indemnified or held harmless.
12. FISCAL CONTINGENCY. All payments under this contract are contingent upon the
availability to the City of the necessary funds. This contract shall terminate and the City's
obligations under it shall be extinguished at the end of any fiscal year in which the City fails to
appropriate monies for the ensuing fiscal year sufficient for the performance of this contract.
Nothing in this contract shall be construed to provide Service Provider with a right of payment
over any other entity. Any funds obligated by the City under this contract that are not paid to
Service Provider shall automatically revert to the City’s discretionary control upon the
completion, termination, or cancellation of the agreement. The City shall not have any
obligation to re-award or to provide, in any manner, the unexpended funds to Service Provider.
Service Provider shall have no claim of any sort to the umexpended funds.
13. COMPENSATION. Review by the City of Service Provider's submitted annually for
subscription services invoice forms and progress reports for payment will be promptly
accomplished by the City. If there is insufficient information, the City may require Service
Provider to submit additional information. Unless the City, in its sole discretion, decides
otherwise, the City shall pay Service Provider in full within 30 days of approval of the
submitted monthly invoice forms and progress reports.
14. COMPLIANCE WITH APPLICABLE LAWS. Service Provider, at all times, shall
fully and completely comply with all applicable local, state and federal laws, statutes,
regulations, ordinances, orders, or requirements of any sort in carrying out the obligations of
this contract, including, but not limited to, all federal, state, and local accounting procedures and
requirements, all immigration and naturalization laws, and the Americans With Disabilities Act.
Service Provider shall, throughout the period services are to be performed under this contract,
monitor for any changes to the applicable laws, statutes, regulations, ordinances, orders, or
requirements, shall promptly notify the City in writing of any changes to the same relating to
or affecting this contract, and shall submit detailed documentation of any effect of the change
in terms of both time and cost of performing the contract.
15. NONDISCRIMINATION. If applicable or required under any federal or state law,
statute, regulation, order, or other requirement, Service Provider agrees to the following terms.
Service Provider will not discriminate against any employee or applicant for employment
because of physical or mental handicap in regard to any position for which the employee or
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