Laserfiche WebLink
20. INDEMNIFICATION <br />To the fullest extent permitted by law Licensee agrees to defend, indemnify and hold harmless <br />the County of Alameda, its officers, its Board of Supervisors, employees and agents from and <br />against any and all claims, losses, damages liabilities and expenses, including but not limited to <br />reasonable attorneys’ fees, arising out of or resulting from or in any way connected with <br />Licensee’s actions pursuant to this License or any breach of any representation hereunder, and to <br />pay all claims, damages, judgments, legal costs, adjuster fees and attorney fees related thereof <br />(collectively “Liabilities”) except where such Liabilities are caused by the sole negligence or <br />willful misconduct of any indemnitee identified above. The County may participate in the <br />defense of any such claim without relieving Licensee of any obligation hereunder. <br />Licensee assumes liability for claims and/or liability of personal and property damages arising <br />out of the acts, omissions, or negligence of Licensee or its employees acting within the scope of <br />their employment: (1) in the operation and maintenance of the Equipment; and (2) of the failure <br />of the Licensee or its employees acting in the scope of their employment to observe and abide by <br />any of the terms or conditions of this Agreement. <br />21. TERMINATION OF LICENSE <br />a. Default by Licensee: In the event of the following defaults by Licensee, County shall <br />have the right to immediately terminate this License and all rights of Licensee hereunder <br />by giving written notice of no less than ten (10) days to Licensee of such election by <br />County. <br />i. Any failure by Licensee to pay, within fifteen (15) days following written notice <br />of nonpayment by County, License fees or make any other payment required <br />under this License. <br />ii. Any failure by Licensee to observe and perform any other provision of this <br />License to be observed and performed by Licensee, where such failure continues <br />for thirty (30) days after written notice by County. No such failure, however, <br />will be deemed to exist if Licensee has commenced to cure such default within <br />such period and provided that such efforts are prosecuted to completion with <br />reasonable diligence. <br />b. County Right to Terminate: Notwithstanding anything to the contrary contained in this <br />License, if the County at any time during this License is unable, after use of reasonable <br />869