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of action or suit, of any and every kind and description, arising or resulting from, or in any way connected
<br />with, Consultant's performance and/or nonperformance of the Services required by this Agreement
<br />including, but not limited to, liability for inaccurate data, loss or dissemination of data, whether intentional
<br />or inadvertent. The Consultant shall, upon demand by the City, as applicable, and at its sole cost and
<br />expense, defend and provide attorneys acceptable to the City, as applicable, to defend the City, and/or
<br />their respective officers, officials, employees and agents from and against any and all loss, liability, claim,
<br />demand, cause of action or suit, of any and every kind and description, arising or resulting from, or in any
<br />way connected with, Consultant's performance and/or non-performance of the Services required by this
<br />Agreement. If the City provides its own defense against any such action or suit, the Consultant shall
<br />reimburse the City for all reasonable attorney fees and other costs incurred by the City.
<br />b. The Consultant agrees to indemnify, defend and hold harmless the City, and/or their
<br />respective officers, members, agents, and employees from any and all loss, liability, claim, demand, cause
<br />of action or suit, of any and every bind and description, arising or resulting from, or in any way connected
<br />with, any fines, fees, penalties or Medicare reimbursements required to be paid as a result of the
<br />Consultant's failure to timely report any Medicare -eligible judgments, awards, or settlements, or for
<br />failure to adequately protect Medicare's conditional or future medical payments.
<br />G. City agrees to defend any demand, claim, or legal action commenced against the
<br />Consultant regarding a matter or incident allegedly caused by or resulting from wrongful or negligent acts
<br />of their respective officers, employees, agents, or others engaged by the City, and to indemnify the
<br />Consultant against any liability, loss, cost, or damage, including attorney's fees, resulting there from.
<br />8. Intellectual Property Indemnification
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including costs, for infringement of any United States' letters
<br />patent, trademark, or copyright infringement, including costs, contained in the work product or
<br />documents provided by Consultant to the City pursuant to this Agreement.
<br />9. Insurance.
<br />Consultant agrees to obtain and maintain through the term of this Agreement insurance
<br />coverages as set forth in the attached Exhibit B and incorporated herein by reference.
<br />10. Non -liability of City Officials, No City representative shall be personally liable to the
<br />Consultant, or any successor in interest of Consultant, in the event of any default or breach by the City, or
<br />for any amount which may become due to the Consultant or any successor, or on any obligation under the
<br />terms of this Agreement.
<br />11. Independent Consultant.
<br />Consultant shall, during the entire term of this Agreement, be construed to be an independent
<br />Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to
<br />create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise
<br />discretion or control over the professional manner in which Consultant performs the services which are
<br />the subject matter of this Agreement; however, the services to be provided by Consultant shall be
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