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9.4.1. Waiver of Subrogation: IPS shall provide a waiver of subrogation with respect to workers
<br /> compensation in favor of the City; the endorsement shall state that the insurer waives any
<br /> right to subrogation against the City, its officers, agents, employees and volunteers. A copy
<br /> of the endorsement shall be attached to the certificate of insurance.
<br /> 9.5. Employer's Liability Coverage. IPS shall obtain Employers Liability Coverage of at least
<br /> $1,000,000.00 each accident, $1,000,000.00 disease policy limit and $1,000,000.00 disease each
<br /> employee.
<br /> 9.6. Professional [E&0], Data Breach, and Cyber Liability. IPS shall maintain Professional (E&0),
<br /> Data Breach Liability, and Cyber Liability coverage in the amount of not less than $2,000,000.00
<br /> per claim. Coverage may be written on a claims made basis.
<br /> 9.7. Cancellation: IPS shall provide to contract holder 30 days notice in the event of cancellation,
<br /> termination, or non-renewal without replacement. This notice shall be 10 days in the event
<br /> cancellation for non-payment of premium.
<br /> 9.8. Failure to Maintain Coverage: If Contractor fails to comply with these insurance requirements,
<br /> then City will have the option to declare Consultant in breach, or may purchase replacement
<br /> insurance or pay the premiums that are due on existing policies in order to maintain the
<br /> required coverage. Contractor is responsible for any payments made by City to obtain or
<br /> maintain insurance and City may collect these payments from Consultant or deduct the amount
<br /> paid from any sums due Contractor under this Agreement.
<br /> 10. Defense and Indemnification.
<br /> 10.1. IPS agrees to defend with counsel reasonably acceptable to the City and indemnify City, its
<br /> elected and appointed officials, officers, agents, employees, and volunteers (collectively, the
<br /> "Indemnified Parties") from and against all losses, claims, expenses (including, but not limited
<br /> to, reasonable attorneys' fees), costs, liabilities or damages (collectively, "Losses") arising from
<br /> IPS's breach of its obligations under this Agreement, arising from IPS's acts or omissions, by
<br /> reason of damage to property or injury to, or death of, any person, caused by the acts,
<br /> omissions, or negligence of IPS, its employees, agents or contractors. IPS shall not be
<br /> responsible for any Losses attributable to the gross negligence, active negligence or willful
<br /> misconduct of the Indemnified Parties.
<br /> 10.2. Further, without restricting the generality of the foregoing Section 10.1, IPS agrees to, at its
<br /> expense, defend, indemnify, save and hold harmless City from and against any claims, losses,
<br /> damages, fees, costs and expenses incurred by City arising out of or in connection with a third
<br /> party's claim alleging that any equipment, hardware, software or other technology provided or
<br /> licensed to City by IPS infringes such third party's United States patent, copyright, trademark,
<br /> trade secret, or any other proprietary right (an "IP Claim"), and pay those amounts finally
<br /> awarded by a court of competent jurisdiction against City (including damages, interest, losses,
<br /> costs, and expenses including attorneys' fees) or payable pursuant to a settlement agreed to by
<br /> IPS with respect to such IP Claim.
<br /> 10.3.The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense the City
<br /> REV: 05-05-16 J5
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<br /> ATTY/AGR.2016.094/IPS Group
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