Agmt24 Midwest Tape, LLC - Laserfiche WebLink

Browse Search

REV: 08-07-24 VR 10. Other Consultants. City reserves the right to employ other consultants in connection with the Services. 11. Indemnification. 11.1. Consultant 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 attorney fees (collectively “Losses”) arising out of the performance of the Services, including any claim of infringement of the intellectual property rights of any third party or content provided, caused or claimed to be caused by the delivery of any Services or the acts, errors and/or omissions of Consultant, or any Consultant Personnel or anyone for whose acts any of them may be liable (collectively, “Responsible Parties”). Consultant’s responsibilities under this Section 11 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of City, which may be in combination with the acts or omissions of any Responsible Party, provided that Consultant’s duty to Indemnify will not include any Losses arising from the sole negligence or willful misconduct of City. 11.2. Notwithstanding Consultant’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Consultant, if City chooses to do so. 11.3. Consultant agrees to pay any and all costs City incurs enforcing the provisions set forth in this Section 11. 11.4 Subsection 11.1 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. 11.5. 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 11. 11.6. Acceptance by City of Consultant’s services and duties will not operate as a waiver of City’s rights under this Section 11. 11.7. The parties expressly agree that this Section 11 will survive the expiration or early termination of the Agreement. 12. Insurance. Consultant will 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 ATTY/AGR.2024.123/Midwest Tapes LLC (Page 4 of 13)