Res 2017-069/approving an agreement with TMT Solutions, Inc. in connection with the Surface Water Treatment Plant and the Wastewater Treatment Plant Supervisory Control and Data Acquisition Systems for the Public Services Department in the total amount of

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injuries, death or damages to property alleged or actual infringement of patents, copyrights, and trademarks and without limitation by enumeration, all other claims, demands, or causes of action of every character occurring, resulting, or arising solely from any negligent or intentional wrongful act, error or omission of the Contractor andlor its agents and/or employees. This obligation by the Contractor will not be limited because of the specification of any particular insurance coverage required under this Agreement. 8.2 Intellectual Property Infringement Indemnification. The Contractor, at its own expense, will completely and entirely hold harmless, indemnify and defend the city from any claim or suit brought against the city involving an alleged violation of patents or copyrights resulting from the contractor's or the city's use of any software, documentation, and/or data provided or developed by the contractor in connection with the services and products described in the agreement. The city will provide the contractor with a written notice of any such claim or suit. The city will assist the contractor, in reasonable ways, in the preparation of information helpful to the contractor in defending the city against such a claim or suit. The city retains the right to offset against any amounts owed the contractor any such monies expended by the city in defending itself against such claims. Should a court order be issued restricting the city's use of any product at the city's sole option, the contractor will, at the contractor's sole expense, (1) purchase for the city the right to continue using the contested product(s), or (2) provide substitute products to the city which are, in the city's sole opinion, of equal or greater quality, or (3) refund all monies paid to the contractor by the city for the product(s) and for all reasonable expense related to the installation and conversion of new products. This obligation by the contractor will not be limited by reason of the specification of any particular insurance coverage in the Agreement 8.3 The Contractor will procure and maintain at Contractor's expense insurance with insurance companies authorized to do business in the State of Texas, covering all operations under this Agreement, whether performed by Contractor or Contractor's agents, subcontractors or employees. Before commencing the work, the Contractor will furnish to the City a certificate or certificates in form satisfactory to the City, showing that Contractor has complied with this paragraph. All certificates will provide that the policy will not be changed or canceled until at least 30 calendar days written notice has been given to the City. Failure of the Contractor to demand a certificate or other sufficient evidence of full compliance with these insurance requirements or failure of the Contractor to identify a deficiency from the evidence that is provided as proof of insurance will not be construed as a waiver of the Contractor's obligation to maintain the required insurance coverage specified herein. Commercial general liability insurance and motor vehicle insurance will be written with the City of San Marcos, Texas as an additional insured and will be endorsed to provide a waiver of the carrier's right of subrogation against the City. The kinds and amounts of insurance required are as follows: Workers' Compensation Insurance and/or Employer's Liability: In accordance with the provisions of the Workers' Compensation Act of the State of Texas and/or $500,000.00/$500,000.00 for Employer's Liability. Liability Insurance: (1) Commercial general liability insurance (standard ISO version) with 12