Reso 2010-1576 - Laserfiche WebLink

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" , . ~ ~ City's officers, employees and agents only to the fullest extent authorized by said cited statutes . 10.2. Indemnification - Infringements. The Vendor shall indemnify City for all loss, damage, expense or liability including, without limitation, court costs and attorneys' fees that may result by reason of any infringement or claim of infringement of any patent, trademark, copyright, trade secret or other proprietary right relating to services furnished pursuant to this Agreement. The Vendor will defend andlor settle at its own expense, with legal counsel reasonably acceptable to the City, any action brought against the City to the extent that it is based on a claim that products or services furnished to City by the Vendor pursuant to this Agreement, or if any portion of the services or goods related to the perfonnance of the service becomes unusable as a result of any such infringement or claim. Any infringement or claim that renders any portion of the services to be perfonned by this agreement to be unusable, or materially affects the Vendor's Red Light System as functionally described herein, shall be grounds for a default of this Agreement. 10.3. The parties recognize that various provisions of this Agreement, including but not necessarily limited to this Section, provide for indemnification to be provided by the Vendor and agree that in the event that the law is construed to require a specific consideration to be given therefore, the parties therefore agree that the sum of Ten Dollars and 001100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Vendor. Furthennore, the parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the tenn of this Agreement and continue in full force and effect as to the Vendor's responsibility to indemnify for events occurring during the tenn of this Agreement for a period of not less than five (5) years after expiration or tennination of the Agreement. 10.4. Legal Challenges. The parties recognize and acknowledge that the TSCP contemplated herein may be subject to legal challenge andlor judicial review as a ~ new or innovative program. It is understood and acknowledged that various aspects / of the program may be challenged. In the event of a legal challenge to the Program, City and Vendor shall share in the cost of the defense on a pro-rata basis. 10.5. In the event that a court of competent jurisdiction or the State of Florida, including any of its agencies, orders or requires the City to return any payments made for infractions of the City Ordinance ,Vendor shall, at no additional charge, assist City to perfonn all relevant portions of any such order, decree, judgment, etc., required to be perfonned by the City including, but not limited to, assisting the City to locate each violator so that any ordered reimbursement may be made. Prior to the close of the "Warning Period" established in Section 6.2, Vendor shall provide to the City with adequate security in an acceptable fonn to the City which is intended to protect City from liability, if any, under this paragraph 10.5. Such security may be in the fonn of lien on Vendor's equipment or other fonn of security to be detennined by agreement of the parties. Page 12 of31