Laserfiche WebLink
7.1.F. - Page 6 <br /> County cooperates with Contractor, at Contractor's expense, in all reasonable <br /> respects in connection with the investigation and defense of any such third-party <br /> claim; (c) Contractor retains sole control of the defense of any action on any such <br /> claim and all negotiations for its settlement or compromise (provided Contractor <br /> shall not have the right to settle any criminal action, suit, or proceeding without <br /> County's prior written consent, not to be unreasonably withheld, and provided <br /> further that any settlement permitted under this Section shall not impose any <br /> financial or other obligation on County, impair any right of County, or contain any <br /> stipulation, admission, or acknowledgement of wrongdoing on the part of County <br /> without County's prior written consent, not to be unreasonably withheld); and (d) <br /> should services under this Agreement become, or in Contractor's opinion be likely <br /> to become, the subject of such a claim, or in the event such a third party claim or <br /> threatened claim causes County's reasonable use of the services under this <br /> Agreement to be seriously endangered or disrupted, Contractor shall, at <br /> Contractor's option and expense, either: (i) procure for County the right to <br /> continue using the services without infringement or (ii) replace or modify the <br /> services so that they become non infringing but remain functionally equivalent. <br /> Notwithstanding anything in this Section to the contrary, Contractor will have no <br /> obligation or liability to County under this Section to the extent any otherwise <br /> covered claim is based upon: (a) any aspects of the services under this <br /> Agreement which have been modified by or for County (other than modification <br /> performed by, or at the direction of, Contractor) in such a way as to cause the <br /> alleged infringement at issue; (b) any aspects of the services under this <br /> Agreement which have been used by County in a manner prohibited by this <br /> Agreement. <br /> The duty of Contractor to indemnify and save harmless as set forth by this Section <br /> shall include the duty to defend as set forth in Section 2778 of the California Civil <br /> Code. <br /> 8. Assignability and Subcontracting <br /> Contractor shall not assign this Agreement or any portion thereof to a third party <br /> or subcontract with a third party to provide services required by Contractor under <br /> this Agreement without the prior written consent of County. Any such assignment <br /> or subcontract without County's prior written consent shall give County the right to <br /> automatically and immediately terminate this Agreement. <br /> 9. Insurance <br /> Contractor shall not commence work or be required to commence work under this <br /> Agreement unless and until all insurance required under this Section has been <br /> obtained and such insurance has been approved by County's Risk Management, <br /> and Contractor shall use diligence to obtain such insurance and to obtain such <br /> approval. Contractor shall furnish County with certificates of insurance evidencing <br /> the required coverage, and there shall be a specific contractual liability <br /> endorsement extending Contractor's coverage to include the contractual liability <br /> assumed by Contractor pursuant to this Agreement. These certificates shall <br /> REV:03-30-15 MLG <br /> Page 4 of 32 <br /> ATTY/AGR.2015.061/RWC2020 County BHRS ACID 2015-2017 <br />