AgdaPkt 2018-01-22 Joint SA PFA - Laserfiche WebLink

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6.1.H. - Page 7 Parties by Consultant as part of the Services, infringes or otherwise violates the intellectual property rights of such third party. Consultant shall also indemnify and hold harmless the Indemnified Parties from and against any final award of damages or settlement amounts for release of liability from any such Infringement Claim. In addition, if an Infringement Claim is made, or if Consultant has reason to believe such a claim may be made, Consultant may replace or modify the relevant Services to make them non -infringing, or procure a license for City under the rights allegedly infringed. If none of the options described in the preceding sentence is available to Consultant using commercially reasonable efforts, then Consultant may terminate this Agreement and refund to City a pro rata portion of the fees paid in advance for the Services for the terminated portion of the term. Consultant shall have no liability under this subsection with respect to any use or other exploitation of the Services not in compliance with this Agreement or applicable law. This subsection states Consultant's sole liability to, and City's exclusive remedy, under this Agreement with respect to infringement or other violation of third party intellectual property rights. Consultant shall not settle any Claim or Infringement Claim without the prior written approval of City, which approval may be unreasonably withheld or delayed. Participating Students are third party beneficiaries of this section. The parties expressly agree that this section shall survive the expiration or early termination of the Agreement. 11. Insurance. Consultant 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 Consultant or Consultant's agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than W VII". 11.1 Coverages and Limits. Consultant, 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 Consultant's indemnification obligations under this Agreement. 11.1.1 Commercial General Liabilitv Insurance. Consultant shall maintain occurrence based coverage with limits not less than $2,000,000 per occurrence. If the submitted policies contain aggregate limits, such limits will apply separately to the Services, project, or location that is the subject of this Agreement or the aggregate will be twice the required per occurrence limit. The Commercial General Liability insurance policy shall be endorsed to name the City, its officers, agents, employees and volunteers as additional insureds, and to state that the insurance will be REV: 01-10-18 JS Page 4 of 18 ATTY/AGR.2018.007/Brainfuse 2018