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Agreement for Professional and Software Services
<br />Host Compliance LLC
<br />but not be limited to, claims involving infringement of intellectual property, including but not limited
<br />to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft,
<br />damage to or destruction of electronic information, release of private information, alteration of
<br />electronic information, extortion and network security. The policy shall provide coverage for breach
<br />response costs as well as regulatory fines and penalties, as well as credit monitoring expenses with
<br />limits sufficient to respond to these obligations. The policy shall provide that the City and its officers,
<br />officials, employees, and agents shall be additional insureds, and the policy shall be primary and non-
<br />contributory.
<br />6.5 Indemnification. Consultant shall indemnify, defend with counsel
<br />approved by City, and hold harmless City, its officers, officials, employees and volunteers from
<br />and against all liability, loss, damage, expense, cost (including without limitation reasonable
<br />attorney's fees, expert fees and all other costs and fees of litigation) of every nature arising out of
<br />or in connection with Consultant's performance of work hereunder or its failure to comply with
<br />any of its obligations contained in this Agreement, regardless of City's passive negligence, but
<br />excepting such loss or damage which is caused by the sole active negligence or willful
<br />misconduct of the City. Should City in its sole discretion find Consultant's legal counsel
<br />unacceptable, then Consultant shall reimburse the City its costs of defense, including without
<br />limitation reasonable attorney's fees, expert fees and all other costs and fees of litigation. The
<br />Consultant shall promptly pay any final judgment rendered against the City (and its officers,
<br />officials, employees and volunteers) covered by this indemnity obligation. It is expressly
<br />understood and agreed that the foregoing provisions are intended to be as broad and inclusive as
<br />is permitted by the law of the State of California and will survive termination of this Agreement.
<br />6.6 Limitation on Amount of Liability. To the fullest extent permitted by
<br />law, Consultant's aggregate liability under this Agreement will not exceed the amount paid by
<br />Customer to Consultant hereunder during the twelve months prior to the event giving rise to
<br />liability, except for liability covered by the indemnification and insurance obligations set forth in
<br />sections 6.4 and 6.5.
<br />6.7 Compliance with Applicable Law. The Consultant and the City shall
<br />comply with all applicable laws, ordinances and codes of the federal, state, county and city
<br />governments, including, without limitation, Redwood City Municipal Code and Zoning
<br />Ordinance.
<br />6.8 Independent Contractor. This Agreement is by and between the City
<br />and the Consultant and is not intended, and shall not be construed, to create the relationship of
<br />agency, servant, employee, partnership, joint venture or association, as between the City and the
<br />Consultant.
<br />6.8.1. The Consultant shall be an independent contractor, and shall have
<br />no power to incur any debt or obligation for or on behalf of the City. Neither the City nor any of
<br />its officers or employees shall have any control over the conduct of the Consultant, or any of the
<br />Consultant's employees, except as herein set forth, and the Consultant expressly warrants not to,
<br />at any time or in any manner, represent that it, or any of its agents, servants or employees are in
<br />any manner employees of the City, it being distinctly understood that the Consultant is and shall
<br />at all times remain to the City a wholly independent contractor and the Consultant's obligations
<br />REV: 10-03-18 PR
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<br />ATTY/AGR.2018.240/Host Compliance
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