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interest," as that term is defined in the Political Reform Act, codified at California Government Code Section
<br />81000 et seq. CentralSquare shall not employ any official of Customer in the work performed pursuant to this
<br />Agreement. No officer or employee of Customer shall have any financial interest in this Agreement that would
<br />violate California Government Code Sections 1090 et seq. CentralSquare hereby warrants that is not now, nor
<br />has it been in the previous twelve (12) months, an employee, agent, appointee, or official of Customer. If
<br />CentralSquare was an employee, agent, appointee, or official of Customer in the previous twelve (12) months,
<br />CentralSquare warrants that it did not participate in any manner in the forming of this Agreement. CentralSquare
<br />understands that, if this Agreement is made in violation of Government Code Section 1090 et seq., the entire
<br />Agreement is void and CentralSquare will not be entitled to any compensation for services performed pursuant
<br />to this Agreement, including reimbursement of expenses, and CentralSquare will be required to reimburse
<br />Customer for any sums paid to CentralSquare. CentralSquare understands that, in addition to the foregoing, it
<br />may be subject to criminal prosecution for a violation of Government Code section 1090 and, if applicable, will
<br />be disqualified from holding public office in the State of California.
<br />22. Miscellaneous Requirements.
<br />22.1.1 Compliance with Applicable Laws. CentralSquare and any subcontractors shall comply with all laws
<br />applicable to the performance of the work hereunder. If a law is enacted that is not in existence at the
<br />time of execution of this Agreement that affects performance hereunder by CentralSquare, the parties
<br />agree to meet and confer to determine if an amendment is necessary or appropriate.
<br />22.1.2 Other Governmental Regulations. To the extent this Agreement may be funded by fiscal assistance
<br />from another governmental entity, CentralSquare and any subcontractors shall comply with all
<br />applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.
<br />22.1.3 Licenses and Permits. CentralSquare represents and warrants to Customer that CentralSquare and its
<br />employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals,
<br />including from Customer, of what -so -ever nature that are legally required to practice their respective
<br />professions. CentralSquare represents and warrants to Customer that CentralSquare and its
<br />employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times
<br />during the term of this Agreement any license, permits, and approvals that are legally required to
<br />practice their respective professions. In addition to the foregoing, CentralSquare and any
<br />subcontractors shall obtain and maintain during the term of this Agreement valid business Licenses
<br />from Customer.
<br />22.1.4 Nondiscrimination and Equal Opportunity. CentralSquare shall not discriminate, on the basis of a
<br />person's race, religion, color, national origin, age, physical or mental handicap or disability, medical
<br />condition, marital status, sex, or sexual orientation, against any employee, applicant for employment,
<br />subcontractor, bidder for a subcontract, or participant, in recipient of, or applicant for any services or
<br />programs provided by CentralSquare under this Agreement. CentralSquare shall comply with all
<br />applicable federal, state, and local laws, policies, rules and requirements related to equal opportunity
<br />and nondiscrimination in employment, contracting, and the provision of any services that are subject of
<br />this Agreement, including but not limited to the satisfaction of any positive obligations required of
<br />CentralSquare thereby. CentralSquare shall include the provisions of this Subsection in any
<br />subcontract approved by Customer.
<br />23. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND
<br />REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT,
<br />NEGLIGENCE, OR OTHERWISE:
<br />23.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT,
<br />INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY
<br />KIND, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF PROFIT,
<br />REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, REPUTATION, AND MORE
<br />GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF
<br />WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND
<br />NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF
<br />WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN
<br />ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND
<br />23.2. EXCEPT FOR CENTRALSQUARE'S OBLIGATIONS UNDER SECTION 15 (INDEMNIFICATION),
<br />CENTRALSQUARE'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS
<br />AGREEMENT SHALL NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER TO
<br />CENTRALSQUARE HEREUNDER FOR THE LAST TWELVE MONTHS
<br />REV: 12-22-2020 PR
<br />ATTY/AGR.2020.307/Central Square (Page 11 of 26)
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