Res 2009-171 - Laserfiche WebLink

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alleged infringement relates to such combination; (vi) a claim where the alleged infringing activity continues after Vendor has notified City thereof or after Vendor has informed City of modifications that would have avoided the alleged infringement; or (vii) a claim where the alleged infringement is based on use of a version of the Product other than the then current version of the Product, if such alleged infringement could have been avoided by use of the then current version of the Product. Should the Product or its components become subject to a claim of infringement of a United States patent or copyright, Vendor may, at its option and expense: (x) procure for City the right to continue the uninterrupted use of the affected Equipment and/or Software; (y) replace or modify the same so that it becomes non-infringing; or (z) refund to the City the depreciated value of the affected components as carried on the books of the City for tax purposes, on the date of any injunction, if any, in which case City will return the affected components to the Vendor. This Section sets forth the City's SOLE AND EXCLUSIVE REMEDY for any patent or copyright infringement claims. 8.2 The Vendor will indemnify, hold harmless and defend the City and its employees, agents, officers and servants from any and all lawsuits, claims, demands and causes of action of any kind arising from the negligent or intentional acts, errors or omissions of the Vendor, its officers, employees or agents. This will include, but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City arising in favor of any party, including the amounts of any damages or awards resulting from claims, demands and causes of action for personal injuries, death or damages to property. The City will give the Vendor prompt written notice of any such claim and will allow the Vendor, to control its defense and all related settlement negotiations as long as there is no real or potential conflict of interest. This indemnity will not extend to any suit or proceeding that is based upon the negligent or intentional acts, errors or omissions of any party other than the Vendor. 8.3 The Vendor will procure and maintain at its expense insurance in full force and effect with insurance companies authorized to do business in the State of Texas, covering all operations under this Agreement, whether performed by the Vendor or its agents, subcontractors or employees. Before commencing the work, the Vendor will furnish to the City a certificate or certificates in a form satisfactory to the City, showing that Vendor has complied with this paragraph. All certificates will provide that the policies will not be canceled or non-renewed until at least 30 calendar days written notice has been given to the City. It is the Vendor's responsibility to notify the City in the event the Vendor materially alters any insurance coverage required under this Agreement. The Vendor's failure to notify the City in the event of a change in its insurance coverage will constitute a breach of this Agreement by the Vendor. Commercial general liability and motor vehicle insurance will name the City 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: In accordance with the provisions of the Workers' Compensation Act of the State of Texas. Liability Insurance: (1) Commercial general liability insurance with a combined single limit of $500,000 for each occurrence and $500,000 in the aggregate, (2) Motor Vehicle liability insurance in an amount not less than $250,000 for injuries to any one person, Brazos Technology, Hand Held Ticket Writer System Agreement 13