Laserfiche WebLink
4.04 The cost of potential future salary and benefit increases or decreases are <br />not included in the costs set forth in Exhibit "A" of this Agreement. If COUNTY incurs or <br />becomes obligated to pay for any such increases for or on account of personnel whose <br />costs are included in the calculations of costs charged to CITY hereunder, CITY shall <br />pay COUNTY, in addition to the cost of service set forth in Exhibit "A" of this Agreement, <br />the full costs of said increases to the extent such increases are attributable to work <br />performed by such personnel after July 1, 2023, and CITY's cost of service hereunder <br />shall be deemed to have increased accordingly. CITY shall pay COUNTY in full for such <br />increases on a pro-rata basis over the portion of the period between July 1, 2023 and <br />June 30, 2024 remaining after COUNTY notifies CITY that increases are payable. <br />In the event that salaries and benefits costs for COUNTY employees decrease <br />for or on account of personnel whose costs are included in the calculations of costs <br />charged to CITY hereunder, COUNTY shall notify CITY of decreased cost and bill <br />accordingly." <br />INDEMNIFICATION <br />5.01 CITY agrees that COUNTY should be fully protected from any loss, injury, <br />damage, claim, lawsuit, cost or expense arising out of, or in any way related, to the <br />performance of services pursuant to this Agreement. Accordingly, the provisions of this <br />Agreement should be construed and interpreted to provide the fullest possible <br />protection to COUNTY. CITY acknowledges that COUNTY would not provide services <br />in the absence of the commitments of CITY as specified in this Agreement. <br />5.02 To the fullest extent permitted by law, CITY shall defend at its expense <br />including attorney's fees and with counsel approved in writing by COUNTY, indemnify <br />and hold harmless COUNTY and its officers, employees, and agents (collectively, the <br />"Indemnified Parties") from and against any and all claims (including, without limitation, <br />claims for bodily injury, death or damage to property), demands, obligations, damages, <br />actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and <br />expenses (including, without limitation, attorney's fees, disbursements and court costs) <br />of every kind and nature whatsoever (individually, a Claim; collectively, "Claims'), which <br />may arise from or in any manner relate directly or indirectly to any services provided <br />under this Agreement including, but not limited to, activities that relate in any way to this <br />Agreement including the negligent and/or willful acts, errors and/or omissions of CITY, <br />its elected and appointed officials, officers, agents, employees, subcontractors or <br />independent contractors. Notwithstanding the foregoing, nothing herein shall be <br />construed to require CITY to indemnify the Indemnified Parties from any Claim arising <br />from the sole negligence or willful misconduct of the Indemnified Parties. This indemnity <br />shall apply to all claims and liability regardless of whether any insurance policies are <br />applicable. <br />5.03 COUNTY shall defend at its expense including attorney's fees and with <br />counsel approved in writing by CITY, indemnify and hold harmless CITY and its officers, <br />employees, and agents with respect to any claim, loss, liability, damage, lawsuit, cost or <br />expense that arises out of, or is in any way related, to the sole negligence or willful <br />misconduct by COUNTY, its elected and appointed officials, officers, agents, <br />employees, subcontractors or independent contractors. <br />Page 4 of 7 <br />