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<br />13. INDEMNIFICATION <br />LICENSEE agrees to and shall indemnify and hold harmless the LICENSOR, the <br />City of Santa Ana, their officers, agents, employees, consultants, special counsel, and <br />representatives from liability: (I) for personal injury, damages, just compensation, restitution, <br />judicial or equitable relief arising out of claims for personal injury, including health, and claims <br />for property damage, which may arise from the direct or indirect operations of the LICENSEE or <br />its agents, employees, or other persons acting on their behalf; and (2) from any claim that <br />personal injury, damages, just compensation, restitution, judicial or equitable relief is due by <br />reason ofthe terms of or effects arising from this Agreement. This indemnity and hold harmless <br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable <br />relief suffered, or alleged to have been suffered, by reason of the events referred to in this <br />Section or by reason of the terms of, or effects, arising from this Agreement. LICENSEE further <br />agrees to indemnify, hold harmless, and pay all costs for the defense of the LICENSOR, <br />including fees and costs for special counsel to be selected by the LICENSOR, regarding any <br />action by a third party challenging the validity of this Agreement, or asserting that personal <br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or <br />property rights arises by reason of the terms of, or effects arising from this Agreement. <br />LICENSOR may make all reasonable decisions with respect to its representation in any legal <br />proceeding. <br /> <br />14. ASSIGNMENT <br />LICENSEE shall not assign this Agreement nor sublet the premises or any <br />interest therein without the written consent of LICENSOR. Any assignment or subletting by <br />LICENSEE without the written consent to LICENSOR, or any assignment or subletting by <br />operation oflaw, shall be void and shall, at the option of LICENSOR, terminate this Agreement. <br /> <br />15. !NY ALIDlTY <br />The invalidity in whole or in part of any provision of this Agreement shall not void or <br />affect the validity of any other provision of this Agreement. <br /> <br />5 <br />