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5 <br /> <br /> <br /> 3.4 Indemnification, Hold Harmless, Defense, and Insurance. Organization will <br />indemnify, hold harmless and defend City and its respective directors or councilmembers, <br />officers, employees, volunteers and agents (collectively, "Indemnitees") against all liability from <br />all actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal and <br />expert costs and attorneys’ fees, and injuries to or death of any person (including but not limited <br />to the property or employees of each Party) when arising out of or resulting from any act or <br />omission by Organization, its agents, employees, volunteers, contractors or subcontractors in <br />connection with any aspect of this Agreement (“Claims”). Organization will also fully release, <br />indemnify, hold harmless and defend City and Indemnitees from and against any and all claims <br />or suits that may be brought by any of Organization’s contractors or subcontractors related to the <br />performance of this Agreement. <br /> 3.4.1 Organization Insurance. While Organization’s defense and indemnity <br />obligation described in this Section 3.4 is intended to be an “Insured Contract” under <br />Organization’s available insurance policies, the Parties agree that this defense and indemnity <br />obligation shall apply to all claims and liability regardless of whether any Organization insurance <br />policies are applicable, and that the policy limits of any Organization insurance do not act as a <br />limitation upon the amount of defense or indemnification to be provided by Organization to <br />Indemnified Parties, and further that the Organization’s obligations under this section shall <br />survive this Agreement and shall not be limited or capped by any term or the applicability of any <br />insurance policy of Organization. <br /> 3.4.2 Notice of Claim. Any Indemnified Party shall provide the other Party with <br />prompt written notice of any claim for indemnification or defense and reasonably cooperate with <br />the Indemnifying Party and/or its insurance carrier in assessing the underlying Claim, <br />investigating the Claim, authorizing the release of records or other information relating to the <br />Claim, and in the defense or settlement of any Claim. The Indemnifying Party and/or its <br />insurance company shall immediately take control of the defense and investigation of such Claim <br />and employ counsel of its choice to handle and defend the same, at the Indemnifying Party or its <br />insurance company’s sole cost and expense. Counsel selected by the Indemnifying Party to <br />defend any Claim covered by this section shall be acceptable to the Indemnified Party, which it <br />shall not unreasonably withhold or delay. The Indemnified Party shall cooperate with the <br />Indemnifying Party and/or its insurance company at all times in such action, and in enforcing any <br />and all rights, including defense and indemnity rights, Indemnified Party has against responsible <br />parties, and in providing notice to and pursuing any and all available insurance coverage that <br />may be applicable to any such Claim. <br />This indemnification shall survive termination or expiration of this Agreement. <br />Docusign Envelope ID: AD521F3D-2524-4D98-BA72-9AB2BF28B865