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<br />misconduct of A TS, its officers and directors, agents, attorneys, and employees, but
<br />excluding any employees or agents of Customer.
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<br />Indemnification - Negligence. The Vendor agrees to defend, indemnify and hold
<br />harmless the City, its trustees, elected and appointed officers, agents, servants and
<br />employees, from and against any and all claims, demands, or causes of action of
<br />whatsoever kind or nature, and the resulting losses, costs, expenses, reasonable attorneys'
<br />fees, liabilities, damages, orders, judgments, or decrees ("Losses"), sustained by the City
<br />or any third party arising out of, or by reason of, or resulting from the Vendor's negligent
<br />acts, errors, or omissions, except to the extent such Losses arise from the negligence of
<br />the City or City's employees, officers or agents. In the event that a court of competent
<br />jurisdiction determines that the provisions of Sec. 725.06, F.S., and / or Sec. 725.08 ,
<br />F.S., apply to this Agreement, then, in such event, Vendor shall defend, indemnify and
<br />hold harmless City and City's officers, employees and agents only to the fullest extent
<br />authorized by said cited statutes.
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<br />10.1 Indemnification - Infringements. The Vendor shall indemnify City for all loss,
<br />damage, expense or liability including, without limitation, court costs and attorneys' fees that
<br />may result by reason of any infringement or claim of infringement of any patent, trademark,
<br />copyright, trade secret or other proprietary right relating to services furnished pursuant to this
<br />Agreement. The Vendor will defend and/or settle at its own expense, with legal counsel
<br />reasonably acceptable to the City, any action brought against the City to the extent that it is based
<br />on a claim that products or services furnished to City by the Vendor pursuant to this Agreement,
<br />or if any portion of the services or goods related to the performance of the service becomes
<br />unusable as a result of any such infringement or claim. Any infringement or claim that renders
<br />any portion of the services to be performed by this agreement to be unusable, or materially
<br />affects the Vendor's Red Light System as functionally described herein, shall be grounds for a
<br />default of this Agreement.
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<br />10.2 The parties recognize that various provisions of this Agreement, including but not
<br />necessarily limited to this Section, provide for indemnification to be provided by the
<br />Vendor and agree that in the event that the law is construed to require a specific
<br />consideration to be given therefore, the parties therefore agree that the sum ofTen Dollars
<br />and 00/1 00 ($10.00), receipt of which is hereby acknowledged, is the specific consideration
<br />for such indemnities, and the providing of such indemnities is deemed to be part of the
<br />specifications with respect to the services to be provided by Vendor. Furthermore, the
<br />parties understand and agree that the covenants and representations relating to this
<br />indemnification provision shall survive the term of this Agreement and continue in full force
<br />and effect as to the Vendor's responsibility to indemnify for events occurring during the
<br />term of this Agreement for a period of not less than five (5) years after expiration or
<br />termination of the Agreement.
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<br />10.3 In the event that a court of competent jurisdiction or the State of Florida,
<br />including any of its agencies, orders or requires the City to return any payments made for
<br />infractions of the City Ordinance , Vendor shall, at no additional charge, assist City to
<br />perform all relevant portions of any such order, decree, judgment, etc., required to be
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