Res 2009-038 - Laserfiche WebLink

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City of San Marcos/Guadalupe-Blanco River Authority Service Contract Water Treatment Facilities Article XII - Insurance, Uncontrollable Circumstances and Indemnification Circumstance occurring in a prior Contract Year shall be treated as Uncontrollable Circumstance costs occurring in such future Contract Year. The Authority's share of such net costs shall be paid as a lump sum within 60 days of the end of each Contract Year, unless otherwise agreed by the parties. In the event that such 1$25,0001 amount (as escalated), or portion thereof, is not used in any Contract Year, such unused portion shall be added to the [$25,0001 amount (as escalated) for the following Contract Year. Within 30 days following the end of the Term or other termination of this Service Contract, any unused portions which have accumulated over the Term (without taking into consideration any interest earned thereon) shall be returned to the City. SECTION 12.3. INDEMNIFICATION BY THE AUTHORITY. To the extent of the Authority's liability under applicable law (if any), the Authority shall indemnify, defend and hold harmless the City Indemnitees from and against (and pay the full amount of) any and all Loss-and-Expense incurred by a City Indemnitee to third parties arising from or in connection with: (1) any failure by the Authority to perform its obligations under this Service Contract; (2) the negligence or willful misconduct of the Authority or any of its officers, directors, employees, representatives, agents or Subcontractors in connection with this Service Contract; or (3) an Authority Breach. The Authority shall also to the full extent of its liability under applicable law (if any) indemnify the City Indemnitees as and to the extent provided elsewhere in this Service Contract. The Authority's indemnity obligations hereunder shall not be limited by any coverage exclusions or other provisions in any insurance policy maintained by the Authority which is intended to respond to such events. The Authority shall not, however, be required to reimburse or, to the full extent of its liability under applicable law, indemnify any City Indemnitee for any Loss-and-Expense to the extent caused by the gross negligence or willful misconduct of any City Indemnitee or to the extent attributable to any Uncontrollable Circumstance. A City Indemnitee shall promptly notify the Authority of the assertion of any claim against it for which it is entitled to be indemnified hereunder, and the Authority shall have the right to assume the defense of the claim in any Legal Proceeding and to approve any settlement of the claim. These indemnification provisions are for the protection of the City Indemnitees only and shall not establish, of themselves, any liability to third parties. This indemnification obligation shall include, but is not limited to, all claims against the City related to the Authority's performance of services under this Service Contract by a current or former officer, director, employee, representative or agent of the Authority, or any Subcontractor. The provisions of this Section shall survive termination of this Service Contract. 84