2023-173A - Laserfiche WebLink

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ACTUARY agrees to indemnify COUNTY from claims made by ACTUARY employees while working on COUNTY premises on COUNTY projects, provided that COUNTY has complied with all relevant Federal and State Laws related to workplace safety, and human rights, including, but not limited to anti -discrimination and anti -harassment laws; however, ACTUARY shall not be required to indemnify COUNTY with respect to any claim that is based on COUNTY's negligence or misconduct. In any and all claims against COUNTY, or any of its agents or employees, by any employee of ACTUARY or any of its subcontractors, the foregoing indemnification obligation shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for ACTUARY or any of its subcontractors under worker's disability compensation acts, disability benefit acts, or other employee benefit acts. This indemnification clause is intended to be comprehensive. Any overlap in subclauses, or the fact that greater specificity is provided as to some categories of risk, is not intended to limit the scope of indemnification under any other sub clauses. The duty to indemnify will survive the expiration or early termination of the contract for a period of one year with respect to any claims based on facts or conditions which occurred prior to termination or expiration. 8. TERMINATION This Agreement may be terminated: (a) by the COUNTY, for any reason, upon thirty (30) days' prior written notice to the ACTUARY; or (b) by the ACTUARY, for any reason, upon thirty (30) days' prior written notice to the COUNTY; or (c) by the mutual Agreement of the parties; or d) as may otherwise be provided below. In the event of the termination of this Agreement, any liability of one party to the other arising out of any Services rendered, or for any act or event occurring prior to the termination, shall not be terminated or released. In the event of termination by the COUNTY, the COUNTY's sole obligation to the ACTUARY shall be payment for those portions of satisfactorily completed work previously authorized. Such payment shall be determined on the basis of the percentage of work complete, as estimated by the ACTUARY and agreed upon by the COUNTY up to the time of termination. In the event of such termination, the COUNTY may, without penalty or other obligation to the ACTUARY, elect to employ other persons to perform the same or similar services. The obligation to provide services under this Agreement may be terminated by either party upon seven (7) days prior written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. In the event that the ACTUARY merges with another company, becomes a subsidiary of, or makes any other substantial change in structure, the COUNTY reserves the right to terminate this Agreement in accordance with its terms. In the event of termination of this Agreement, the ACTUARY agrees to surrender any and all documents first prepared by the ACTUARY for the COUNTY in connection with this Agreement. The COUNTY may terminate this Agreement for refusal by the ACTUARY to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119 Florida Statutes and made or received by the ACTUARY in conjunction with this Agreement.