Res 2011-094 - Laserfiche WebLink

Home Browse Search

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 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 from any negligent or intentional wrongful act, error or omission of the Contractor and/or its agents and/or employees. This obligation by Contractor will not be limited because of the specification of any particular insurance coverage in this Agreement. 9.2 In addition, the Contractor will indemnify and defend the City against third party claims enforceable in the United States alleging that the services as provided by the Contractor infringe on any third party United States patent or copyright or contain misappropriated third party trade secrets. But the Contractor's obligations under this Section do not apply if the infringement is caused by the City's modification of the Contractor provided software, equipment or services as applicable or the City's continued use of infringing services after the Contractor provides reasonable notice to the City of the infringement. For any third party claim that Contractor receives, or to minimize the potential for a claim, the Contractor, may, with the City's concurrence, either procure the right for the City to continue using the services or replace or modify services with comparable services or terminate this agreement in accordance with Article 7 of this Agreement. 9.3 Nothing in either Section 9.1 or 9.2 of this Article will be construed as a waiver of the limits of liability the City has by virtue of sovereign immunity in excess of what is afforded under applicable law. 9.4 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. The Contractor will maintain insurance coverage required under this Agreement in full force and effect for the duration of the Agreement and for all extensions of the Agreement. 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. The Contractor will provide the City with at least a 30 calendar day prior written notice of any material policy change or lapse in insurance coverage required under this Agreement. 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: Telecommunications Services Agreement 2011 16