ZONE 7 - Laserfiche WebLink

10 4141352.1 4197282.1 11. No Warranties; Discretion Preserved: The scope of this agreement includes cost sharing and coordination principles in order to obtain an initial feasibility analysis for the proposed Project. Neither Party has made a commitment to pursue the Project, or to expend additional funds in pursuit of the Project. Each Party and its governing board shall be responsible for exercising its own discretion in the evaluation of final work product and recommendations, and each Party shall make an independent determination regarding whether to proceed with future Phases. 12. Indemnification: Zone 7 shall defend, indemnify, and hold harmless City and its officials, officers, and employees from and against all claims, losses, damage, injury, and liability for damages arising from, or alleged to have arisen from, errors, omissions, active or passive negligence or wrongful acts of Zone 7 occurring under this Agreement. City shall defend, indemnify, and hold harmless Zone 7 and its officials, officers, and employees from and against all claims, losses, damage, injury, and liability for damages arising from, or alleged to have arisen from, errors, omissions, active or passive negligence or wrongful acts of City occurring under this Agreement. 13. Third Party Claim: In the event of any third party claim relating to this Agreement, the Steering Committee and Governing Boards shall determine how to proceed, however, it is agreed in the event a defense is needed, both parties will share the costs equally. Both parties acknowledge these costs may exceed the cost share limits described in Section 3, and acknowledge that in the event of a claim, the cost share limits shall not apply in regard to resolving the claim. 14. Applicable Law and Venue: The laws of the State of California shall govern the interpretation and enforcement of this Agreement, and venue shall be the Alameda County Superior Court. 15. Electronic Signatures: All parties consent to using DocuSign for this agreement. 16. Entire Agreement: This Agreement and its Exhibits constitute the entire understanding and agreement of the Parties. This Agreement and its Exhibits integrate all of the terms and conditions mentioned herein or incidental hereto, and constitute the entire understanding of the parties with respect to the subject matter hereof; and all prior written agreements, understandings, representations, and statements are terminated and superseded by this Agreement. Docusign Envelope ID: C3AEBDB6-7475-485D-A080-E7CE2789D1B8