Reso 2014-2209 - Laserfiche WebLink

Home Browse Search

18. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against claims, damages, losses and expenses (including but not limited to attorneys fees, arbitration costs, and costs of appellate proceedings) relating to, arising out of or resulting from the Contractor's negligent acts, errors, mistakes or omissions relating to professional services in the performance of this Agreement. The Contractor's duty to defend, hold harmless and indemnify the City, its agents, representatives, officers, directors. officials and employees shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment, or destruction of tangible property including loss of use resulting therefrom, caused by any negligent acts, errors, mistakes or omissions related to professional services in the performance of this Agreement including any person for whose acts, errors, mistakes or omissions the Contractor may be legally liable. The parties agree that One Hundred Dollars ($100.00) represents specific consideration to the Contractor for the indemnification set forth in this Agreement. 19. COMPLIANCE WITH LAW. Contractor shall comply with all laws, regulations and ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this Agreement ( "Applicable Laws ") and shall obtain and maintain any and all material permits, licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. 20. - CONFLICTING PROVISIONS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated herein by reference, and a term, statement; requirement or provision of this Agreement, the terms and conditions in this Agreement shall supersede and take priority over any other conflicting provisions that are contained in any other document; including but not limited to the Contractor's proposal contained in Attachment "A ". 21. AVAILABILITY OF FUNDS. This Agreement is executor only to the extent of City funds approved and appropriated %r this specific purpose by the City Commission. This Agreement shall be subject to the availability and appropriation of funds. If the City should not appropriate or otherwise make available funds sufficient to purchase the Services procured pursuant to this Agreement, the City may unilaterally terminate any and all contractual or other obligations herein without any further liability or penalty upon twenty (20) days notice to Contractor. Any obligation for payment under this Agreement shall be made solely from appropriated funds. The City shall have no legal or equitable obligation to approve any funds in the future and in the event of the City's decision not to approve and appropriate any additional funds the City shall have no further liability to Contractor. 22. MISCELLANEOUS. A. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. C1314-028 — LANDSCAPE FORNIS Page 8 of 10