Res 2001-042 - Laserfiche WebLink

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2. To the extent of their liability un~r applicable law, the OVINER and CITY hereby agree to indemnify and bold harmless the STATE and its ageob, repre!e%)tatives, contractors and employees, hereinafter ;aJleci INDEMNIFIED PARTIES. against any and all pro<<edinp. suits, actions, claims, damages. judgments, liabilitie~ awa.rds and expenses whatsoever, hereinafter called CLAIM~ whic.b may be brought or instiMeC on a.cwunt of or growing out of my and all injuries or dam&ges, including death, to persons or property rcl2tin& 10 OWNER's and CITY's operation. maintenance, repairs, replacement and/or constrUction of the NEW F AClLITY upon, at or from the NEW EASEMENT or any portion thereof. The OWNER. and CITY shall assume on behalf of tba INDEMNIFIED PARTIES and conduct with due diligence and in good faith the defQlSe of all CLAIMS against any of the INDEMNIFIED PARTIES. The: OW1't"ER and CITY additionally hereby indemnify md bold the INDEMNIFIED PARTIES harmless from a.ad against lIlY and all CLA.IMS arising out of any construction and/or any ~on or omission by the INDEMNIFIED PARTIES in the event the STATE performs any repair, repl~cnt and/or il1aintenan~ on the NEW FACll..ITY in acco~ with paragraph 4 hereinbelow. 3. The prcv1.iling party in any legal actioo brought llD.der this agreement will be entitled to reimbursement from the non-prcva.t1ing party or parties for any and all ~sts, including. but not limited to, 111oIneys' fces incurred in su~ connectioll. 4. In theevcnt the STATE deten:nines that OWNER and CITY have failed in their responsibility to maintain Ql' make repairs or replacements a required herein, STATE ma.y notify OWNER and CITY in writing of said failurt:. Should O'\VNER and CITY fail to correa the situation within II reason.able time thereafter, as established by STATE.. STAlE may make the necesS.llry correction atOWNER's and CIn"s sole liAbility. The coSt'of 12bor, materials, equipment, plans and administration shall be paid by OWNER and/or CITY within thirty (30) days of receipt of" statement of said cost from STAlE. STATE roay. at its option, choose Ally other remedies which ma.y be a.vailable at law or equity. It is agreed and understood that STATE has no respoDsibility or liabili1y with respect to sw:h openUOI1, maintenance, repairs, rcpla.cero.ent and/or construction oftbc ~1].W FACI1.!1Y. 5. This coatraet COGtains I complete expression of the agreement between the parties, and there an: no promises, representations or inducements except such IS are herein provided. 6. No waivCt' by the parties hereto of any default or breacl1 of any term, condition or covenant of this contract shall be deemed 10 be a waiver of any subsequc:nt default or bre.acl1 of the same or any other te:m, coadition or covenant c:.ontained herein. 7. The terms, conditions and covenants ccmtained in this C4Jutrac;t shall apply to and inure to the benefit of s~sors in interest and legal fq)~tativcs of all the parties except as othe~ herein exprculy provided. All rights, powers., privileges, immunities and duties of ST ATE tmder this contrKt, including, but not limited to, any notices required or permitted to be deliycrcd by STATE to OWNER. and CITY hereunder, m&y be ~ised at STATE's option or paformed by STAres agent or anorncy at the address below or to I1lOthcr address of whicll OWNER Of Cl1Y gives 'Mitten notice to the Sf ATE. Norhing in this agreement malce3 the em respoQSible to OWNER or any third party for compliuc:c with the tI::rmJ of U.S. Army Corps of Engineers Section 404 permit number 199600602, dated Mareh 3. 1999. 8. In ca3C anyone or more of1hc provisions contained in this centred shall for any ~ be held to be invalid. illegal or uncnforteab1e in Illy rcspoa. such invalidity, i1lepJity or unenfort:eability shan not affect my other provision thereof. and. this coutrait shall be eonstrued as if such invalid. illegal or uneaforc.eablc provision never bad been cootainc:d herein. 2