AgdaPkt 2016-04-25 Closed and Joint SA PFA

Browse Search

6.1.1. - Page 8 Further, without restricting the generality of the foregoing, Contractor agrees to, at its expense, defend, indemnify, save and hold harmless City from and against any claims, losses, damages, fees, costs and expenses incurred by City arising out of or in connection with a third party's claim alleging that any equipment, hardware, software or other technology provided or licensed to City by Contractor infringes such third party's United States patent, copyright, trademark, trade secret, or any other proprietary right (an "IP Claim"), and pay those amounts finally awarded by a court of competent jurisdiction against City (including damages, interest, losses, costs, and expenses including attorneys' fees) or payable pursuant to a settlement agreed to by Contractor with respect to such IP Claim. With respect to third party claims against the Contractor, the Contractor waives any and all rights of any type of express or implied indemnity against the Indemnitees. However, notwithstanding the foregoing, in accordance with California Civil Code Section 1668, nothing in this Agreement shall be construed to exempt the City from its own fraud, willful injury to the person or property of another, or violation of law. Furthermore, notwithstanding the forgoing, to the extent this Agreement is a construction contract" as defined by California Civil Code section 2783, as may be amended from time to time, such duties of Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. Nothing herein contained in this Agreement shall be construed to require Contractor to indemnify Indemnitees against any responsibility or liability in contravention of California Civil Code Section 2782.8. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section. The Parties expressly agree that this Section 9 shall survive the expiration or termination of this Agreement. 10. Insurance. Contractor 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 Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than"A-:IX". 10.1 Coverages and Limits. Contractor, at its sole expense, shall maintain the types of coverages and minimum limits indicated below, unless otherwise approved by City in writing. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. 10.1.1 Commercial General Liability. Minimum Limits: Contractor shall obtain minimum limits of$1,000,000.00 each occurrence for bodily injury and property ATTY/AGR/2016.082/VIMOC TECHNOLOGIES INC. REV:04-21-16 JS Page 5 of 21