Agmt24 CDCE Purchase Agreement - Laserfiche WebLink

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REV: 01-25-24 VR (collectively, “Indemnitees”), against and from any loss, damage, claim for damage, liability, expense or cost, including attorneys’ fees (collectively, “Losses”), which arises out of, is related to, or is in any manner connected with the Goods and Services and/or the performance of work, activities, operations or duties of Vendor, or anyone employed by or working under Vendor, and from all Losses by anyone employed by or working under Vendor for services rendered to Vendor in the performance of this Agreement, notwithstanding that City may have benefited from their services. This indemnification provision will, without limitation, apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Vendor or of anyone employed by or working under Vendor. Losses will include, without limitation, allegations that the Goods are defective in manufacture or design and allegations that the Goods or Services infringe any patent or other intellectual property right belonging to a third party. Vendor will promptly defend the Indemnitees pursuant to this Section, whether or not applicable claims, allegations, lawsuits or proceedings (collectively, “Proceedings”) have merit or are meritless, and whether or not such Proceedings involve claims or allegations that any of the Indemnitees were actively, passively or concurrently negligent, or which otherwise assert that the Indemnitees are responsible, in whole or in part, for any loss, damage or injury. Vendor agrees to provide this defense immediately upon written notice from City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. The Parties expressly agree that any payment, attorneys’ fees, costs or expense that City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this Section, and that this Section will survive the expiration or early termination of the Agreement. 16. Contract Administration and Notice. This Purchase Agreement shall be administered on behalf of the City by the Fire Chief, Ray Iverson. Any written notice between the Parties shall be sent to: City of Redwood City Attention: Gina Hamilton Redwood City Fire Department 755 Marshall Street Redwood City, CA 94063 CDCE, Inc. Attention: salesmanager@cdce.com Yorba Linda, CA 90701 Except as otherwise stated, all notices to be provided or that may be provided under this Purchase Agreement must be in writing and delivered by regular and certified mail. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. Interpretation. The terms of this Purchase Agreement should be construed in accordance with the meaning of the language used and should not be construed for or ATTY/AGR.2023.321/CDCE (Purchase Agreement) (Page 4 of 10)