|
CONTRACTUAL SERVICES
<br />Page 9 of 20
<br />work by the City, whichever is later, subject to the provisions
<br />of Paragraph 2.A. hereof.
<br />5. INDEMNITY AND INSURANCE:
<br />A. To the fullest extent permitted by law, Consultant shall indemnify, hold
<br />harmless and defend the City, its agents, servants, and employees, or any
<br />of them, from and against all claims, damages, losses, and expenses
<br />including, but not limited to, attorneys' fees and other legal costs such as
<br />those for paralegal, investigative, and legal support services, and the
<br />actual cost incurred for expert witness testimony, arising out of or resulting
<br />from the performance of services required under this Agreement, and
<br />specifically including, but not limited to, copyright violations, to the extent
<br />that same is caused in whole or part by the error, omission, negligent act,
<br />failure to act, conduct, malfeasance, misfeasance or misconduct of
<br />Consultant, its agents, servants, employees, or Subconsultants. Nothing
<br />herein shall be deemed to affect the rights, privileges, and immunities of
<br />the City as set forth in Section 768.28, Florida Statutes. In claims against
<br />any person or entity indemnified under this section by an employee of
<br />Consultant or its agents or Subconsultants, anyone directly or indirectly
<br />employed by them or anyone for whose acts they may be liable, the
<br />indemnification obligation under this Section shall not be limited by a
<br />limitation on amount or type of damages, compensation or benefits
<br />payable by or for Consultant or its agents or Subconsultants, under
<br />Workers' Compensation acts, disability benefits acts, or other employee
<br />benefit acts.
<br />When the City receives a notice of claim for damages that may have been
<br />caused by the Consultant in the performance of services required by the
<br />Consultant under this agreement, the City will immediately forward the
<br />claim to the Consultant. The Consultant and the City will evaluate the
<br />claim and report their findings to each other within seven working days.
<br />The City and the Consultant will jointly discuss options in defending the
<br />claim. After reviewing the claim, the City will determine whether to require
<br />the participation of the Consultant in the defense of the claim or to require
<br />that the Consultant defend the City in such claim as described in this
<br />section. However, Consultant's defense obligations shall be as described
<br />in the first paragraph of this Section. The City's failure to notify the
<br />Consultant of a claim within seven days shall not release the Consultant
<br />from any of the requirements of this section upon subsequent notification
<br />by the City to the Consultant of the claim. The City and the Consultant will
<br />pay their own costs for the evaluation. However, if only one party
<br />participates in the defense of the claim at trial, that party is responsible for
<br />all costs, but if the verdict determines that there is joint responsibility the
<br />costs and liability for damages will be shared in the same percentage as
<br />that judicially established.
<br />
|