Contracts & Agreements_7-2017 - Laserfiche WebLink

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VII DEFAULT If the Customer does not make timely payment of amounts due under this agreement or breaches any term or condition of this agreement, County may declare immediately due and payable the entire unpaid amount plus all other amounts due hereunder, less any unearned charges County may also exercise all rights and remedies of a secure party under the Uniform Commercial Code (or other similar law) of the State of California and pursue any other remedies existing in law or in equity VIII. INDEMNIFICATION AND INSURANCE A) Basic Requirements 1) Indemnification -- The Customer agrees to indemnify, defend (with counsel reasonably approved by County) and hold harmless the County and its authorized officers, employees, agents and volunteers from any and all claims, actions losses, damages, and/or liability arising out of this contract from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by the County on account of any claim except where such indemnification is prohibited by law This indemnification provision shall apply regardless of the existence or degree of fault of indemnities The Customer's indemnification obligation applies to the County's "active as well as `passive" negligence but does not apply to the County's "sole negligence" or "willful misconduct" within the meaning of Civil Code Section 2782 2) Additional Insured -- All policies, except for the Workers' Compensation, Errors and Omissions and Professional Liability policies, shall contain endorsements naming the County and its officers, employees, agents and volunteers as additional insured with respect to liabilities arising out of the performance of services hereunder The additional insured endorsements shall not limit the scope of coverage for the County to vicarious liability but shall allow coverage for the County to the full extent provided by the policy Such additional insured coverage shall be at least as broad as Additional Insured (Form B) endorsement form ISO, CG 2010 11 85 3) Waiver of Subrogation Rights —The Customer shall require the carriers of required coverages to waive all rights of subrogation against the County, its officers, employees, agents, volunteers, contractors and subcontractors All general or auto liability insurance coverage provided shall not prohibit the Customer and Customer's employees or agents from waiving the right of subrogation prior to a loss or claim The Customer hereby waives all rights of subrogation against the County 4) Policies Primary and Non-Contributory — All policies required herein are to be primary and non- contributory with any insurance or self-insurance programs carried or administered by the County 5) Severabilitv of Interests — The Customer agrees to ensure that coverage provided to meet these requirements is applicable separately to each insured and there will be no cross liability exclusions that preclude coverage for suits between the Customer and the County or between the County and any other insured or additional insured under the policy 6) Proof of Coverage — The Customer shall furnish Certificates of Insurance to the County Department administering the contract evidencing the insurance coverage, including endorsements, as required, prior to the commencement of performance of services hereunder which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) days written notice to the Department, and Customer shall maintain such insurance from the time Customer commences performance of services hereunder until the completion of such services Within fifteen (15) days of the commencement of this contract, the Customer shall furnish a copy of the Declaration page for all applicable policies and will provide complete certified copies of the policies and endorsements immediately upon request 7) Acceotability of Insurance Carrier — Unless otherwise approved by Risk Management, insurance shall be written by insurers authorized to do business in the State of California and with a minimum "Best' Insurance Guide rating of"A- VII" 8) Deductibles and Self-Insured Retention - Any and all deductibles or self-insured retentions in excess of $10,000 shall be declared to and approved by Risk Management 9) Failure to Procure Coverage -- In the event that any policy of insurance required under this contract Page 5 of 10