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<br />Consulting Services Agreement between City of San Leandro and Last revised 06/30/2022
<br />Zencity Technologies US Inc. for Public Safety Community Survey Exhibit C – Page 1 of 1
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<br />EXHIBIT C
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<br />INDEMNIFICATION
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<br />Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers,
<br />elected and appointed officials, employees, agents and volunteers from and against any and all liability,
<br />loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees
<br />of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s
<br />performance of the services called for or its failure to comply with any of its obligations contained in this
<br />Agreement, except such Liability caused by the sole negligence or willful misconduct of City.
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<br />Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by
<br />California Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to
<br />indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
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<br />The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s
<br />inability to evaluate Liability or because the Consultant evaluates Liability and determines that the
<br />Consultant is not liable to the claimant. The Consultant must respond within 30 days to the tender of any
<br />claim for defense and indemnity by the City. If the Consultant fails to accept or reject a tender of defense
<br />and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due
<br />the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the
<br />City, may be retained by the City until disposition has been made of the claim or suit for damages, or until
<br />the Consultant accepts or rejects the tender of defense, whichever occurs first.
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<br />Consultant shall also indemnify, defend and hold harmless the City from all su its or claims for infringement
<br />of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other
<br />proprietary rights of any person or persons because of the City or any of its officers, employees, volunteers,
<br />or agents use of articles, products things, or services supplied in the performance of Consultant’s services
<br />under this Agreement, however, the cost to defend charged to Consultant shall not exceed Consultant’s
<br />proportionate percentage fault.
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<br />NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY, NOR ITS SUPPLIERS,
<br />OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES, SHALL BE
<br />RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR
<br />RELATED TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR
<br />OTHER THEORYFOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA
<br />OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS
<br />BEYOND SUCH PARTY'S REASONABLE CONTROL. IN NO EVENT SHALL CONSULTANT’S
<br />AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED
<br />TO THIS AGREEMENT EXCEED POLICY LIMITS PROVIDED FOR IN SECTION 4 OF THIS AGREEMENT.
<br />DocuSign Envelope ID: E4FF78BB-C513-4682-9220-1BDF293BB6DF
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