2009-08-24 Regular Meeting, Public Hearing and Workshop Meeting of La Porte City Council minutes

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A. Ifthe Contractor is entitled to terminate this Contract, the Contractor shall offer La Porte an option, which must be exercised within thirty (30) calendar days after the Notice of Termination, to purchase a conditional, uninterrupted, non-exclusive and non-transferable license to use the proprietary AMS Software as necessary to support and administer La Porte's Alarm Ordinance conditional on the payment of initial and annual license and services fees at the Contractor's then prevailing rates. Payment of the fees shall be within thirty (30) calendar days of the expiration of each prior paid year. B. If La Porte terminates this Contract or if the Contractor terminates for cause, La Porte, in addition to payment of false alarm collections owed to the Contractor through the date oftermination, shall undertake good faith efforts to collect any AMS Service fees and civil penalties for Ordinance violations billed, but not yet collected, through the date oftermination, in orderto pay the Contractor, all amounts due the Contractor as a result of efforts engaged in by the Contractor on La Porte's behalf. 19 . Indemnification. A. The Contractor shall indemnify, hold harmless, and defend La Porte, its elected and appointed officials, employees, agents and successors in interest from all claims, damages, losses and expenses including attorneys fees, arising out of or resulting, directly or indirectly, from the Contractor's (or Contractor's subcontractors, if any) performance or breach of~the Contract provided that such claim, damage, loss, or expense is not caused by the negligent act or omission or willful misconduct of La Porte or its elected and appointed officials and employees acting within the scope oftheir employment. This Hold Harmless and Indemnification provision shall in no way be limited by any financial responsibility or insurance requirements and shall survive the termination of this Contract. B. In the event that a claim is made against the Contractor, which arises out of the negligence or willful misconduct of La Porte or any of La Porte's employees, La Porte shall indemnify the Contractor to the extent La Porte is liable under the law. C. Any party seeking indemnification shall promptly notify the other party of its discovery of any matter-giving rise to a claim of indemnity. For each individual claim, the indemnifying party shall have no obligation to the other or to any third party with respect to any expenses incurred by or on behalf of the other or its assumption of control of the defense of the claim, or with respect to any compromise or settlement made, without the prior written consent of both parties. 20. Patent infringement. The Contractor shall indemnify La Porte, its elected and appointed officials, officers, employees, agents, and successors in interest from and against all damages and expenses resulting from any infringement action brought against the Contractor, or against La Porte to the extent that any such action is predicated on the use of Contractor's software, during the term of this Contract. This Hold Harmless and Indemnification provision shall in no way be limited by any financial responsibility or insurance and shall survive termination ofthis contract. 21. limitation of liability.