Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract the reasons therefor. The Company acknowledges that failure to give timely notice of an Uncontrollable Circumstance as required under this Section may adversely affect the City. The City may assert that an adverse effect has occurred and that the relief to the Company or the additional cost to the City should be reduced to account for the adverse effect. If the City does so, the Company shall submit a written explanation to the City. The City shall consider the explanation and make a determination whether the reduction in relief to the Company or additional cost to the City shall take effect. (D) Capital Modifications. Before proposing an adjustment to the Service Fee under this Section, the Company shall determine whether any increased costs of operation and maintenance of the Facilities resulting from an Uncontrollable Circumstance can be reduced by a Capital Modification. In the event the Company so determines, the Company shall advise the City in accordance with Section 10.3. SECTION 13.3. INDEMNIFICATION HY THE COMPANY. The Company shall indemnify, defend and hold harmless the City, and its elected officials, appointed officers, and employees, representatives, agents and contractors (each, a "City Indemnitee"), from and against (and pay the full amount of) any and all liability to third parties arising from or in connection with (or alleged to arise from or in connection with) the Willful or Negligent Act, Error or Omission of the Company or any of its officers, directors, employees, representatives, agents or Subcontractors in connection with this Service Contract. The Company's indemnity obligations hereunder shall not be limited by any coverage exclusions or other provisions in any insurance policy maintained by the Company which is intended to respond to such events. The Company shall not, however, be required to reimburse or, to the full extent of its liability under Applicable Law, indemnify any City Indemnitee for any liability 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 Company of the assertion of any claim against it for which it is entitled to be indemnified hereunder, and the Company 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. The provisions of this Section shall survive termination of this Service Contract. 96