Agmt21 Cleverciti Systems, Corp.

Browse Search

volunteers from and against all liability, loss, damage, expense, and cost of every nature arising out of or in connection with said security incident. 17. Indemnification. 17.1 Contractor will defend, indemnify and hold harmless (collectively "Indemnify") City and its officers, boards and commissions, agents, employees and volunteers (collectively "Indemnitees") from and against all claims, damages, losses and expenses (including without limitation attorney fees, expert fees and all other costs and fees of litigation) arising out of (1) the performance of the Services, caused in whole or in part by the willful misconduct or any negligent act or omission of the Vendor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except to the extent caused by the active negligence or willful misconduct of City, and (2) intellectual property infringement, including but not limited to infringement of copyright, trademark, and trade dress. 17.2 Notwithstanding Contractor's obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Contractor, if City chooses to do so. 17.3 Contractor agrees to pay any and all costs City incurs enforcing the provisions set forth in this Section 17. 17.4 Subsection 17.1 notwithstanding, in accordance with California Civil Code Section 1668, as amended, nothing in this Agreement will be construed to exempt the City from its own fraud, willful injury to the person or property of another, or violation of law. 17.5 Nothing contained in this Agreement will be construed to require Contractor to Indemnify Indemnitees against any responsibility or liability in contravention of California Civil Code Section 2782.8, as amended. To the extent, this Agreement is a "construction contract" as defined by California Civil Code section 2783, as amended, such duties of Contractor to indemnify will not apply when to do so would be prohibited by California Civil Code Section 2782 as amended. 17.6 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 plan is included as a loss, expense or cost for the purposes of this Section 17. 17.7 Acceptance by City of Contractor's services and duties will not operate as a waiver of City's rights under this Section 17. 17.8 The parties expressly agree that this Section 17 will survive the expiration or early termination of the Agreement. REV: 12-10-2020 SK ATTV/AGR.2020.282/Cleverciti (Parking Guidance System Project) (Page 13 of 54)