25J - PO FOR LAPTOP KIOSK - Laserfiche WebLink

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Exhibit 2 force and paid for, the City shall have the right, at the CAY's election, to forthwith terminate this Agreement Such termination shall not affect Laptops Anytime's right to be paid for its time and materials expended prior to notification of termination. Laptops Anytime waives the right to receive compensation and agreesto indemnify the City forany work performed prior to approval of Insurance by the City. 5.11 Indemni icatfon. IaptopsAnytime hereby agrees to indemnify, hold harmless, and defend City, its officers, agents, and employees, against any and all claims, loss, demands, damages, Cost, expenses or liability arising out of the services provided in this Agreement, except for liability arising out of the sole negligence or willful misconduct of City, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. in the event City is named as co- defendant, LaptopsAnythre shall notify City of such fact and shall represent City, with counsel approved by City, in such legal action unless City undertakes to represent itself as co-defendant in such legal action, in which event LaptopsAnytime shall pay to City its litigation costs, expenses and attorneys' fees. 5.12 Entire Agreement The parties agree: (i) that this Agreement contains the entire agreement between the parties with respect to the maintenance and support of the Riosks and supersedes any and all prior oral or written agreements, arrangements, or understandings between the parties relating to the subject matter of this Agreement; 00 that no oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist and no evidence of prior, contemporaneous, or future oral agreements may he used to contradict the terms of this Agreement; and (III) that any reliance on oral agreements or statements In entering into this Agreement will be unjustifiable and unreasonable. IN WITNESS WHEREOF, the parties identified below have executed this Agreement as of 2C20 (the "Effective Date"). Java Connections, LLC d/b/a LaptopsAnytime City of Santa Ana By: �� _ By: Printed Name: G Title: V Q rated Name: Kristine Ridge — the: City Manager Address: 20 Civic Center Plaza, Santa Ana, CA 92702 17304 Preston Road, Suite 80D Dallas, TX 75252 ATTEST: Daisy Gomez Clerk of Council APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: Sonia R. Carvalho City Attorney By:PJJJIR. A RL Laura A. Rossini Brian Sternberg Acting Chief Assistant City Attorney Library Services Director 25J-9