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Contract Terms and Conditions
<br />222209954,0
<br />5.13. Indemnification
<br />a) General Liability Indemnification - with respect to any Work, Services and/or goods provided pursuant to this
<br />Contract, the Contractor shall be liable for the actions of its agents, employees, partners, or subcontractors and shall
<br />indemnify, defend, and hold harmless the County, and it officers, agents, and employees, from suits, actions,
<br />damages, and costs of every name and description, including attorneys' fees, arising from or relating to personal
<br />injury and/or damage to real or personal tangible property alleged to be caused, in whole or in part, by Contractor,
<br />its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for
<br />that portion of any loss or damages proximately caused by the negligent act or omission of the County.
<br />b) Patent and Copyright Indemnification - with respect to any Work, Services and/or goods provided pursuant to
<br />this Contract, the Contractor shall indemnify, defend, and hold harmless the County from any suits, actions,
<br />damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or
<br />infringement of trademark, copyright patent, trade secret or intellectual property right, provided, however, that the
<br />foregoing obligation shall not apply to a County's misuse or modification of Contractor's products or County's
<br />operation or use of Contractor's products in a manner not contemplated by the Contract. If any product is the subject
<br />of an infringement suit, or in the Contractor's opinion is likely to become the subject of such a suit, the Contractor
<br />may, at its sole expense, procure for the County the right to continue using the product or to modify it to become
<br />non -infringing. If the Contractor is not reasonably able to modify or otherwise secure for the County the right to
<br />continue using the product, the Contractor shall remove the product and refund the County the amounts paid in
<br />excess of a reasonable rental for past use. The County shall not be liable for any royalties.
<br />c) The Contractor's obligations under the preceding two paragraphs with respect to any legal action are contingent
<br />upon the County giving the Contractor:
<br />i) written notice of any action or threatened action;
<br />ii) the opportunity to take over and settle or defend any such action at Contractor's sole expense; and
<br />iii) assistance in defending the action at Contractor's sole expense. The Contractor shall not be liable for
<br />any cost, expense, or compromise incurred or made by the County in any legal action without the
<br />Contractor's prior written consent, which shall not be unreasonably withheld.
<br />5.14. Injury and/or Damage Claims
<br />Should the County or the Contractor suffer injury or damage to its person or property because of any error, omission
<br />or act of the other or of any of its employees, agents or others for whose acts it is legally liable, claim should be
<br />made in writing to the other party within a reasonable time of the first observance of such injury or damage.
<br />5.15. Interpretation and Intent of Contract Documents
<br />The Contract Documents are complementary; what is called for by one Contract document is as binding as if called
<br />for by all of the Contract Documents. If the Contractor finds a conflict, error or discrepancy in the Contract
<br />Documents, the Contractor must bring it to the County's attention in writing before proceeding with the Work
<br />affected thereby. In resolving such conflicts, errors and discrepancies, the Contract Documents shall be given
<br />preference in the following order: 1) Agreement, 2) Amendment(s) (if applicable to this Solicitation Document), 3)
<br />Specifications, 4) Special Terms and Conditions, 5) General Terms and Conditions, and 6) Instructions. Any Work
<br />that may reasonably be inferred from the Specifications and/or drawings/maps as being required to produce the
<br />intended result shall be supplied whether or not it is specifically called for. Work, materials or equipment described
<br />in words which, when applied, have a well-known technical or trade meaning shall be deemed to refer to such
<br />Hillsborough County Board of County Commissioners Page 56 of 61
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