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Copy to:
<br />Attention: City Manager
<br />City of Redwood City
<br />1017 Middlefield Rd
<br />Redwood City, California 94063
<br />Phone: 650-780-7230 email: sdejong@redwoodcity.org
<br />Attention: Stephen de Jong, GIS & Analytics Manager
<br />14. Force Majeure. Neither Party shall be responsible for failure to fulfill its obligations hereunder or liable for
<br />damages resulting from delay in performance as a result of pandemic, war, fire, strike, riot or insurrection,
<br />natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant,
<br />unavailability of Equipment, software, or services from suppliers, default of a subcontractor or vendor to the
<br />Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the
<br />acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected officials,
<br />and/or other occurrences beyond the Party's reasonable control ("Excusable Delay" hereunder). In the event of
<br />such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably
<br />necessary to compensate for such delay.
<br />15. Indemnification.
<br />15.1. CentralSquare shall indemnify, defend, and hold harmless Customer from any and all Actions (as defined
<br />in Section 4) arising out of, in connection with, or incident to any act, error or omission of CentralSquare,
<br />its employees, agents, contractors, or any subcontractor as a result of CentralSquare's or any
<br />subcontractor's performance pursuant to this Agreement; however, CentralSquare shall not be required
<br />to indemnify Customer for any Actions caused to the extent of the active negligence or willful misconduct
<br />Customer, its employees, agents, or contractors. For the sake of clarity, CentralSquare's obligations
<br />under this paragraph apply, without limitation, to Actions relating to data breaches and to any other
<br />disclosure of personal or non-public data without prior written authorization of the City.
<br />It is understood that the duty of CentralSquare to indemnify and hold harmless includes the duty to defend
<br />as set forth in California Civil Code Section 2778. Acceptance by Customer of insurance certificates and
<br />endorsements required under this Agreement does not relieve CentralSquare from liability under this
<br />indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to
<br />any damages or claims for damages whether or not such insurance policies shall have been determined
<br />to apply. By execution of this Agreement, CentralSquare acknowledges and agrees to the provisions of
<br />this Section and that it is a material element of consideration.
<br />Without limiting the generality of the forgoing, CentralSquare shall defend Customer from and against
<br />any Claim by a third party that is based upon an allegation that any part of the Solutions, including, without
<br />limitation, any technology or any other content made available to Customer by CentralSquare as part of
<br />the Solutions, infringes or otherwise violates the Intellectual Property Rights of such third party (an
<br />"Infringement Claim"). CentralSquare shall also indemnify and hold harmless Customer from and against
<br />any final award of damages or settlement amounts for release of liability from any such Infringement
<br />Claim. In addition, if an Infringement Claim is made, or if CentralSquare has reason to believe such a
<br />claim may be made, CentralSquare may replace or modify the relevant Solutions to make them non -
<br />infringing, or procure a license for Customer under the rights allegedly infringed. If none of the options
<br />described in the preceding sentence is available to CentralSquare using commercially reasonable efforts,
<br />then CentralSquare may terminate this Agreement and refund to Customer a pro rata portion of the fees
<br />paid in advance for the Solutions for the terminated portion of the Term. CentralSquare shall have no
<br />liability under this subsection with respect to any use or other exploitation of the Solutions not in
<br />compliance with this Agreement or applicable law. This subsection states CentralSquare's sole liability
<br />to, and Customer's exclusive remedy under this Agreement with respect to infringement or other violation
<br />of third party Intellectual Property Rights.
<br />16. Termination. This Agreement may be terminated:
<br />16.1. For cause by either Party, effective on written notice to the other Party, if the other Party materially
<br />REV: 12-22-2020 PR
<br />ATTY/AGR.2020.307/Central Square (Page 9 of 26)
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