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RUSHWORKS agrees to and will indemnify and hold harmless and defend the CITY, its
<br />officers, agents, and employees from and against any and all claims, losses, damages, causes of
<br />action, suits and liability of every kind, including all expenses of litigation, court costs and
<br />attorney's fees, for injury to or death of any person, for damage to any property or for any
<br />breach of contract to the extent arising out of or in connection with an act of negligence,
<br />intentional tort, intellectual property infringement, or failure to pay any subcontractor or supplier
<br />committed by RUSHWORKS or RUSHWORKS' agent, consultant under contract, or another
<br />entity over which RUSHWORKS exercises control (collectively RUSHWORKS' parties). It is
<br />the expressed intention of the parties hereto, both RUSHWORKS and CITY, that the indemnity
<br />provided for in the paragraph is an indemnity by RUSHWORKS to indemnify and protect CITY
<br />from the consequences of RUSHWORKS' parties' own willful misconduct, joint or sole
<br />negligence as well as RUSHWORKS' parties' intentional torts, intellectual property
<br />infringements, and failures to make payments arising out of or in connection with this agreement.
<br />Such indemnity will not apply, however, to liability arising from the personal injury, death, or
<br />property damage of persons that may be caused by or results from the negligence of any
<br />person other than RUSHWORKS' parties. In the event that any action or proceeding is
<br />brought against the CITY from which the CITY is indemnified, RUSHWORKS further agrees
<br />and covenants to defend the action or proceeding by legal counsel acceptable to the CITY. The
<br />indemnity provided hereinabove will survive the termination and/or expiration of this agreement.
<br />Nothing herein will be construed so as to limit or waive the CITY's sovereign immunity.
<br />RUSHWORKS assumes full responsibility for its work performed hereunder and hereby
<br />releases, relinquishes and discharges the CITY, its officers, agents, and employees from all
<br />claims, demands, and causes of action of every kind and character, including the cost of
<br />defense thereof, for any injury to or death of any person (whether they be either of the parties
<br />hereto, their employees, or other third parties) and any loss of or damage to property (whether
<br />the property be that of either of the parties hereto, their employees, or other third parties) that is
<br />caused by or alleged to be caused by, arising out of, or in connection with RUSHWORKS' work
<br />to be performed hereunder. This release will apply with respect to RUSHWORKS' work
<br />regardless of whether said claims, demands, and causes of action are covered in whole or in part
<br />by insurance.
<br />6. Insurance. RUSHWORKS will procure and maintain at its sole cost and expense for the
<br />duration of the Agreement, insurance against claims for injuries to person or damages to property
<br />which may arise from or in connection with the performance of the Work hereunder by
<br />RUSHWORKS, its agents, representatives, volunteers, employees or subconsultants.
<br />A. RUSHWORKS' insurance coverage will be primary insurance with respect to the
<br />CITY, its officials, employees and agents. Any insurance or self - insurance
<br />maintained by the CITY, its officials, employees or agents will be considered in
<br />excess of RUSHWORKS' insurance and will not contribute to it. Further,
<br />RUSHWORKS will include all subconsultants, agents and assigns as additional
<br />insureds under its policy or will furnish separate certificates and endorsements for
<br />each such person or entity. All coverages for subconsultants and assigns will be
<br />subject to all of the requirements stated herein.
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<br />RUSHWORKS/ City of San Marcos Systems Upgrade, Installation and Integration Agreement
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