|
i
<br /> of action or suit,of any and every kind and description, arising or resulting from, or in any way connected
<br /> with, Consultant's performance and/or non-performance of the Services required by this Agreement
<br /> including,but not limited to,liability for inaccurate data,loss or dissemination of data,whether intentional
<br /> or inadvertent. The Consultant shall, upon demand by the City, as applicable, and at its sole cost and
<br /> expense, defend and provide attorneys acceptable to the City, as applicable, to defend the City, and/or
<br /> their respective officers, officials,employees and agents from and against any and all loss,liability,claim,,
<br /> demand, cause of action or suit,of any and every kind and description,arising or resulting from,or in any
<br /> way connected with, Consultant's performanw and/or non-performance of the Services required by this
<br /> Agreement. If the City provides its own defense against any such action or suit, the Consultant shall
<br /> reimburse the City for all reasonable attorney fees and other costs incurred by the City.
<br /> b. The Consultant agrees to indemnify,defend and hold harmless the City,and/or their
<br /> respective officers,members,agents,and employees from any and all loss,liability, claim,demand,cause
<br /> of action or suit,of any and every kind and description,arising or resulting from,or in any way contracted
<br /> with, any f~raes, fees, penalties or Medicare reimbursements required to be paid as a result of the
<br /> Consultant's failure to timely report any Medicare-eligible judgments, awards, or settlements, or for
<br /> failure to adequately protect Medicare's conditional or future medical payments.
<br /> C. City agrees to defend any demand, claim, or legal action commenced against the
<br /> Consultant regarding a matter or incident allegedly caused by or resulting from wrongful or negligent acts
<br /> of their respective officers, employees, agents, or others engaged by the City, and to indemnify the
<br /> Consultant against any liability,loss,cost,or damage,including attorney's fees,resulting there from.
<br /> 8. Intellectual Property Indemnification
<br /> Consultant shall defend and indemnify the City,its officers,agents,representatives, and
<br /> employees against any and all liability, including costs, for infringement of any United States' letters
<br /> patent,trademark,or copyright infringement, including costs,contained in the work product or
<br /> documents provided by Consultant to the City pursuant to this Agreement.
<br /> 9. Insurance.
<br /> Consultant agrees to obtain and maintain through the term of this Agreement insurance
<br /> coverages as set forth in the attached Exhibit ll and incorporated herein by reference.
<br /> 10, Non-liability of City Officials. No City representative shall be personally liable to the
<br /> Consultant,or any successor in interest of Consultant,in the event of any default or breach by the City,or
<br /> for any amount which may become due to the Consultant or any successor,or on any obligation under the
<br /> terms of this Agreement.
<br /> 11, Independent Consultant.
<br /> Consultant shall,during the entire term of this Agreement,be construed to be an independent
<br /> Consultant and not an employee of the City, This Agreement is not intended nor shall it be construed to
<br /> create an employer-employee relationship,a joint venture relationship, or to allow the City to exercise
<br /> discretion or control over the professional manner in which Consultant performs the services which are
<br /> the subject matter of this Agreement;however,the services to be provided by Consultant shall be
<br /> Page 4 of 9
<br />
|