CSS 2023-07-24 Item 1A - Contract Amendment #1 - Automated Traffic Safety Cameras in Parks with NOVOAGLOBAL

Browse Search

approval by personnel appropriately qualified and authorized by the City under applicable law prior to the issuance of any citation; 7.3.3. The System has no control over, and relies on the proper functioning of equipment provided by entities other than NG; 7.3.4. The proper functioning of the System requires the City's full and complete compliance with the Systems' operating instructions, which it hereby agrees to do; and 7.3.5. NG shall not be responsible for the configuration and/or operation of any intersection traffic light systems and NG shall have no liability or obligations with respect thereto. 8. INDEMNIFICATION AND INSURANCE 8.1. NG shall at all times comply with all federal, state and local laws, ordinances and regulations and shall comply with the maintenance procedures and manufacturer's recommendations for operation of the Systems which affect this Agreement and shall defend, indemnify and hold harmless the City against any claims, injuries, damages, losses, or suits including attorney fees, arising from NG's violation of any such laws, ordinances and regulations or any claims arising from NG's performance of this Agreement, including as a result of the negligence, recklessness, or willful misconduct of NG, its officers and directors, agents, attorneys, and employees, but excluding any employees or agents of City. 8.2. NG agrees to indemnify, defend, and hold harmless the City from any and all claims, damages, injuries, losses, or suits including attorney fees, by a third party arising from either (a) a finding that the System infringes any validly issued United States patent or (b) NG's willful misconduct, recklessness, or negligence, provided that such claim of damages, except for injuries and damages caused by the sole negligence of the City, which is not attributable to (i) any act or omission set forth in Section 8.3 or (ii) any third -party software or other third -party products used with, required for use of, or supplied under their own names with or as part of the System. If, as a final result of any litigation of which NG is obligated to indemnify, the use of the System by the City is prevented, in whole or in part, by an injunction, NG's sole obligation to the City as a result of such injunction shall be, at NG's option, either to (i) replace such part as has been enjoined, or (ii) procure a license for NG or the City to use same, or (iii) remove same and terminate this Agreement at no additional cost to the City. 8.3. Should a court of competent jurisdiction deteiniine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily {KZS2229149.DOCX;1 /13175.000001 / }