Res 2010-052 - Laserfiche WebLink

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(g) comply with all federal and state laws applicable to the Chamber as an employer pertaining to provision of the health and other benefits provided under this Agreement. V. MISCELLANEOUS 5.1. Limited Liability of City Officials and Employees. No employee or elected official of the City shall be personally responsible for any liability arising under or growing out of this Agreement. 5.2. Financial Limits. Under no circumstances shall the City have any obligation to expend any funds for any matter related to this Agreement from sources other than available through the Pool and, in such case, only as such funds are permitted to be expended under the Act. 5.3. Indemnification The Chamber agrees to indemnify, hold harmless and defend the City, its officers, agents and employees, from and against any fine, penalty, loss, damage, cost or expense, including reasonable attorney fees and costs of litigation, arising from the Chamber's failure to comply with its obligations under this Agreement or negligent or tortious acts, omissions or conduct related to its activities under this Agreement; or from and against claims arising from the denial of coverage to any employees of the Chamber or their dependents. 5.4. Entire Agreement. This Agreement, including any exhibits hereto, contains the entire agreement between the parties with respect to the transactions contemplated herein. 5.5. Further Actions. The City and the Chamber will do all things reasonably necessary or appropriate to carry out the objectives, terms and provisions of this Agreement and to aid and assist each other in carrying out such objectives, terms and provisions. 5.6. Amendments. This Agreement may only be amended, altered, or terminated by written instrument signed by all parties. The City Manager may execute amendments to this Agreement consistent with the Act, subject to any limitations on the City Manager's spending authority under applicable laws and City of San Marcos ordinances. 5.7. Assignment. The Chamber may not assign any of its rights, or delegate or subcontract any of its duties under this Agreement, in whole or in part, without the prior written consent of the City. 5.8. Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. 5.9. Remedies. Upon breach of any obligation under this Agreement, in addition to any other remedies expressly set forth in this Agreement with respect to such breach, the City shall have such remedies as are available in law or equity for breach of contract. The City, in entering this Agreement does not waive its immunity from suit or any other limitations on its