Agenda Cover Memorandum for 02/ - City of West Palm Beach

SECTION 8. Indemnification.
First Onsite agrees to indemnify, defend, save and hold harmless City, its officers, agents and
employees, from any claim, demand, suit, loss, cost or expense for any damages that may be
asserted, claimed or recovered against or from City, its officials, agents, or employees by reason
of any damage to property or personal injury, including death and which damage, injury or death
arises out of or is incidental to or in any way connected with First Onsite’s performance of the
Services or caused by or arising out of (a) any act, omission, default or negligence of First Onsite
in the provision of the Services under this Agreement; (b) property damage or personal injury,
which damage, injury or death arises out of or is incidental to or in any way connected with First
Onsite’s execution of Services under this Agreement; or (c) the violation of federal, state, county
or municipal laws, ordinances or regulations by First Onsite. This indemnification includes, but
is not limited to, the performance of this Agreement by First Onsite or any act or omission of
First Onsite, its Personnel, agents, servants, contractors, patrons, guests or invitees and includes
any costs, attorneys’ fees, expenses and liabilities incurred in the defense of any such claims or
the investigation thereof. First Onsite agrees to pay all claims and losses and shall defend all
suits, in the name of City, its employees, and officers, including but not limited to appellate
proceedings, and shall pay all costs, judgments and attorneys’ fees which may issue thereon.
City reserves the right to select its own legal counsel to conduct any defense in any such
proceeding and all costs and fees associated therewith shall be the responsibility of First Onsite
under this indemnification provision. To the extent considered necessary by City, any sums due
First Onsite under this Agreement may be retained by City until all of City’s claims for
indemnification have been resolved, and any amount withheld shall not be subject to the
payment of interest by City. This indemnification agreement is separate and apart from, and in
no way limited by, any insurance provided pursuant to this Agreement or otherwise. This
paragraph shall not be construed to require First Onsite to indemnify City for its own negligence,
or intentional acts of City, its agents or employees. This clause shall survive the expiration or
termination of this Agreement.
SECTION 9. Insurance. First Onsite shall maintain and shall require all subcontractors to
maintain the following insurance coverage during the term of this Agreement.
9.1 Carriers. First Onsite and all subcontractors shall have insurance placed with
insurance carriers that are acceptable to the City. First Onsite and all subcontractors shall
maintain this insurance at all times during performance of this Agreement. In addition, if
insurance is written on a “claims made” basis, such insurance shall be maintained by First Onsite
and all subcontractors for a minimum period of five (5) years after the expiration or earlier
termination of this Agreement. First Onsite and all subcontractors may elect to extend the
discovery period under the existing policy (or policies) for not less than five (5) years.
9.2 Terms of Policies. First Onsite and all subcontractors shall have the City named
as an additional insured under its Commercial General Liability, Business Auto and Commercial
Umbrella Liability insurance policies listed below. The coverage will be provided on a primary
non-contributing basis and the limits will be exhausted before any other insurance is to apply.
9.3 Subcontractors. First Onsite shall require all subcontractors to the extent such are
permitted, to furnish insurance listed below and such insurance shall be in accordance with all
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