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24. Third -Party Materials. CentralSquare may from time to time, in its discretion engage third parties to perform
<br />services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides
<br />front-line support services for third parties [may require adjusting for deals which include first year support within
<br />license fee], but these third parties assume all responsibility and liability in connection with the third -party
<br />software, equipment, or related services. CentralSquare is not authorized to make any representations or
<br />warranties that are binding upon the third -party or to engage in any other acts that are binding upon the third -
<br />party, excepting specifically that CentralSquare is authorized to represent third -party fees in the Agreement and
<br />to accept payment of such amounts from Customer on behalf of the third -party for as long as such third -party
<br />authorizes CentralSquare to do so. As a condition precedent to installing or accessing any third -party Materials,
<br />Customer may be required to execute a click -through, shrink-wrap End User License Agreement (EULA) or
<br />similar agreement provided by the Third -Party Materials provider. All third -party materials are provided "as -is"
<br />and any representation or warranty concerning them is strictly between Customer and the third -party.
<br />25. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference, constitutes
<br />the entire agreement between the Parties with respect to the subject matter. These documents supersede and
<br />merge all previous and contemporaneous proposals of sale, communications, representations, understandings
<br />and agreements, whether oral or written, between the Parties with respect to the subject hereof. This Agreement
<br />may not be modified except by a writing subscribed to by authorized representatives of both Parties.
<br />26. Independent Contractor. At all times during the term of this Agreement, CentralSquare shall be an
<br />independent contractor and shall not be an employee of Customer. Customer shall have the right to control
<br />CentralSquare only insofar at the results of CentralSquare's services rendered pursuant to this Agreement and
<br />assignment of personnel pursuant to Section 5.9. However, Customer shall not have the right to control the
<br />means by which CentralSquare accomplishes services rendered pursuant to this Agreement. Notwithstanding
<br />any other City, State or federal policy, rule, regulation, law, or ordinance to the contrary, CentralSquare and any
<br />of its employees, agents and subcontractors providing services under this Agreement shall not qualify for or
<br />become entitled to, and hereby agree to waive any and all claims to any compensation, benefit, or any incident
<br />of employment by Customer, including but not limited to eligibility to enroll in the California Public Employees
<br />Retirement System (PERS) as an employee of Customer and entitlement to any contribution to be paid by
<br />Customer for employer contributions and/or employee contributions for PERS benefits.
<br />27. No Third -Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective
<br />successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any
<br />other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
<br />28. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California
<br />without regard to its conflict of laws provisions. Exclusive jurisdiction for litigation of any dispute, controversy or
<br />claim arising out of or in connection with this Agreement shall be only in the Federal or State court with
<br />competent jurisdiction over or located in San Mateo County, California, and the parties hereby submit to the
<br />personal jurisdiction and venue therein.
<br />29. Amendments. The Parties may amend this Agreement only by a writing a signed by all parties.
<br />30. Headings. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise
<br />affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the
<br />drafting of this Agreement. Therefore, any construction as against the drafting party shall not apply to this
<br />Agreement.
<br />31. Counterparts. This Amendment may be executed in several counterparts, each of which when so executed
<br />shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.
<br />32. Material Adverse Change. If any Law, Regulatory Approval, applicable standard, process, OEM requirement
<br />is changed or comes into force after the Effective Date, including but not limited to PCI standards (collectively,
<br />a "Material Adverse Change"), which is not explicitly addressed within this Agreement and results in significant
<br />extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet,
<br />discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impact of such
<br />Material Adverse Change.
<br />33. Cooperative Purchases. This Contract may be used by other government agencies. CentralSquare has
<br />agreed to offer similar services to other agencies under the same terms and conditions as stated herein except
<br />that the compensation may be negotiated between CentralSquare and other agencies based on the specific
<br />revenue expectations, agency reimbursed costs, and other agency requirements. The Customer will in no way
<br />whatsoever incur any liability or obligation in relation to specifications, delivery, payment, or any other aspect
<br />of purchases by such agencies.
<br />34. Order of Precedence.
<br />REV: 12-22-2020 PR
<br />ATTY/AGR.2020.307/Central Square (Page 12 of 26)
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