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PROFESSIONAL SERVICES AGREEMENT <br /> Consultant's hourly billing rates and standard charges for expenses are set forth in Exhibit A Fees <br /> for Services, attached hereto and made a part of this Agreement for all purposes. Consultant <br /> reserves the right to adjust the hourly billing rates and standard charges for expenses at least <br /> annually, effective for work performed on and after January 1 of each succeeding year during <br /> which this Agreement remains in effect. <br /> 6. Payment: Invoices are due and payable upon receipt. Client shall pay Consultant within 30 days <br /> of invoicing. If Client disputes any portion of an invoice, the undisputed portion will be paid and <br /> Consultant will be notified in writing within 10 days of the invoice of the exceptions taken. <br /> Additional charges for interest shall become due and payable at a rate of 11/2 percent per month <br /> (or the maximum percentage allowed by law, whichever is lower) on the unpaid amounts. Any <br /> interest charges due from the Client on past due invoices are outside any maximum billing <br /> amounts established for this Agreement and shall not be included in calculating the maximum. If <br /> the Client fails to pay invoiced amounts within 60 days after delivery of invoice, Consultant, at its <br /> sole discretion, may suspend services hereunder or may initiate collections proceedings, <br /> participate in arbitration, or initiate litigation without waiving any right established hereunder or by <br /> law. <br /> 7. Insurance: During the performance of the Services under this Agreement, Consultant shall <br /> maintain the following insurance coverage. Upon request, Consultant will provide insurance <br /> certificates to the Client: <br /> Workers' Compensation Not Applicable <br /> Employer's Liability Not Applicable <br /> Commercial General Liability $1,000,000 per occurrence <br /> $2,000,000 aggregate <br /> Comprehensive General Automobile $1,000,000 combined single limit <br /> 8. Indemnity: Following operation of applicable rights of contribution and to the extent permitted by <br /> law, Consultant agrees to indemnify, defend and hold harmless Client and its directors, officers <br /> and employees from and against any and all loss, damage, claim or liability (including without <br /> limitation, reasonable attorneys' fees) incurred by Client to the extent arising out of Consultant's <br /> negligent acts, errors or omissions, including claims by any third party or claims made by <br /> employees of Consultant. Consultant explicitly and expressly waives any right it has to immunity <br /> under applicable industrial insurance laws with respect to any action against Client and agrees to <br /> assume liability for actions brought by its own employees against Client as provided above. <br /> Following operation of applicable rights of contribution and to the extent permitted by law, Client <br /> agrees to indemnify, defend and hold harmless Consultant and its directors, officers, employees <br /> and sub consultants from and against any and all loss,damage,claim or liability(including,without <br /> limitation, reasonable attorney's fees) incurred by Consultant to the extent arising out of Client's <br /> negligent acts, errors or omissions, including claims by any third party or claims made by <br /> employees of Client. Client explicitly and expressly waives any right it has to immunity under <br /> applicable industrial insurance laws with respect to any action against Consultant and agrees to <br /> assume liability for actions brought by its own employees against Consultant as provided above. <br /> 2 <br /> 79 <br />