|
REV: 10-18-2021 RL
<br />liabilities against which it would otherwise be required to insure and will also have the right to
<br />effect any such insurance by means of so called “blanket” or “umbrella” policies of insurance.
<br />The Consultant will indemnify, defend, and hold FFY, and its directors, officers, employees,
<br />agents, and assigns, harmless against all claims, liabilities, losses, damages, and expenses,
<br />including, without limitation, claims arising from death or personal injury, attorneys’ fees, and
<br />taxes and insurance contributions for which it has responsibility plus penalties and interest, which
<br />may arise directly or indirectly from (i) any breach by the Consultant of this MOU, (ii) any other
<br />act or omission by the Consultant, (iii) any claims by suppliers, or creditors, or by other persons
<br />in a relationship with the Consultant, or (iv) any claims relating to tax, insurance contribution,
<br />workers’ compensation or other law applicable to the Consultant. The Consultant will have no
<br />obligation to indemnify FFY to the extent the liability is caused by FFY’s gross negligence or
<br />willful misconduct.
<br />FFY will maintain general liability and other insurance appropriate for its activities under this
<br />MOU. FFY will indemnify, defend and hold the Consultant, and its Councilmembers, directors,
<br />officers, employees, agents, and assigns, harmless against all claims, liabilities, losses, damages,
<br />and expenses, including, without limitation, claims arising from death or personal injury,
<br />attorneys’ fees, and taxes and insurance contributions for which it has responsibility plus penalties
<br />and interest, which may arise directly or indirectly from (i) any breach by FFY of this MOU, (ii)
<br />any other act or omission by FFY, (iii) any claims by suppliers, or creditors, or by other persons
<br />in a relationship with FFY, or (iv) any claims relating to tax, insurance contribution, workers’
<br />compensation or other law applicable to FFY. FFY will have no obligation to indemnify the
<br />Consultant to the extent the liability is caused by the Consultant’s gross negligence or willful
<br />misconduct.
<br />7.Termination
<br />7.1 How the Project Terminates. This MOU is in effect until the project end date in the Project
<br />Description. In addition, either FFY or the Consultant may terminate the MOU at any time by
<br />providing at least 30 days written notice to the other party.
<br />7.2 Consequences of Termination. If this Agreement is terminated before the activities
<br />described in the Project Description are complete, the Consultant must provide a complete and
<br />documented accounting of all funds received and spent under this MOU, return all unused funds,
<br />and provide a written explanation for termination. The provisions of Sections 3.2, 5.2, 5.3, 5.5, 6,
<br />7.2 and 8 will remain effective after termination.
<br />8.Other Ground Rules for the Relationship
<br />8.1 Legal Effect. This MOU is legally binding on both FFY and the Consultant.
<br />8.2 Entire Agreement; Modifications. This MOU describes FFY’s and the Consultant’s entire
<br />agreement; represents the final, complete and exclusive statement of FFY and the Consultant; and
<br />supersedes all prior or contemporaneous written and oral agreements, negotiations,
<br />correspondence, course of dealing and communications between FFY and the Consultant. This
<br />MOU may be modified only as stated in and by a writing signed by both FFY and the Consultant
<br />that states that it is an amendment to this MOU.
<br />ATTY/AGR.2021.264/Friends for Youth (Page 3 of 8)
|