MIDPEN HOUSING CORP (2) - Laserfiche WebLink

City reserves the right to waive any and all breaches of this Agreement, and any such waiver will not be deemed a waiver of all previous or subsequent breaches. In the event City chooses to waive a particular breach of this Agreement, it may condition same on payment by Contractor of actual damages occasioned by such breach of Agreement and shall make every effort to resolve the same quickly and amicably. 5. Relationship of Parties Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent contractor and not as an employee of the City and that Contractor acquires none of the rights, privileges, powers, or advantages of City employees. 6. Hold Harmless Contractor shall indemnify and save harmless City, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of; (A) injuries to or death of any person, including Contractor; (B) damage to any property of any kind whatsoever and to whomsoever belonging; (C) any sanctions, penalties, or claims of damages resulting from Contractor's failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended; and (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of City, its officers, agents, employees, or servants, resulting from the performance of any services or work provided by Contractor or payments made pursuant to this Agreement, provided that this will not apply to injuries or damage for which City has been found in a court of competent jurisdiction to be solely liable by reason of its own active negligence or willful misconduct. The duty of Contractor to indemnify and save harmless as set forth herein, will include the duty to defend as set forth in Section 2778 of the California Civil Code. 7. Assignability and Subcontracting Except as permitted by the DDLA or elsewhere in this Agreement, Contractor shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by Contractor under this Agreement without the prior written consent of City. Specifically, the Parties expressly agree that Permitted Transfer under Article 11 of the DDLA are deemed permitted transfers under this Agreement. Any such assignment or subcontract without the City's prior written consent will give City the right to automatically and immediately terminate this Agreement. 8. Insurance The Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this section has been obtained and such insurance has been approved by the City Attorney's Office, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the City with certificates of insurance evidencing the required coverage. 191\52\1543377.4