|
<br />
<br />Page 9 of 16
<br />
<br />
<br />Agreement shall be construed to give City any right or duty to supervise or control Company, its officers, employees, agents, contractors, or
<br />subcontractors, or to determine the manner in which Company shall perform its obligations under the Agreement.
<br />9. SUBCONTRACTORS
<br /> Company shall not use subcontractors to perform the Collection Services described hereunder unless Company has obtained prior
<br />written approval from the City, which approval shall not be unreasonably delayed or withheld. In the event that written approval is obtained,
<br />Company shall remain liable to the City for the subcontractor’s performance of the Collection Services as if they were being provided by
<br />Company itself.
<br />10. FORCE MAJEURE
<br /> Except for the failure to make payment when due, neither Party shall be in default for its failure to perform or delay in performance
<br />caused by an Uncontrollable Circumstance, and the affected Party shall be excused from performance during the occurrence of such events.
<br />For purposes of this Agreement, “Uncontrollable Circumstances” means any act of terrorism, act of God, landslides, lightning, forest fires,
<br />storms, floods, typhoons, hurricanes, severe weather, freezing, earthquakes, volcanic eruptions, other natural disasters or the imminent threat
<br />of such natural disasters, pandemics or epidemics, industry-wide labor or equipment shortages, quarantines, civil disturbances, acts of the
<br />public enemy, wars, blockades, public riots, labor unrest (e.g., strikes, lockouts, or other labor disturbances), acts of domestic or foreign
<br />governments or governmental restraint or other causes, whether of the kind enumerated or otherwise, and whether foreseeable or
<br />unforeseeable, that are not reasonably within the control of a Party.
<br />11. INDEMNIFICATION
<br /> a. Company agrees to indemnify, defend, and hold City harmless from and against all claims and actions, causes of action,
<br />suits, debts, damages, liabilities and costs whatsoever, including but not limited to reasonable attorneys’ fees and costs of defense, based
<br />upon or arising out of Company’s breach of this Agreement, or based upon or arising out of any injuries (including death) to persons, or
<br />damage to property, to the extent caused by the negligent acts or omissions or willful misconduct of Company, or any of its directors, officers,
<br />employees, agents, or subcontractors, in the performance of this Agreement.
<br /> b. To the fullest extent permitted by law, City agrees to indemnify, defend, and hold Company harmless from and against all
<br />claims and actions, causes of action, suits, debts, damages, liabilities and costs whatsoever, including but not limited to reasonable attorneys’
<br />fees and costs of defense, based upon or arising out of City’s breach of this Agreement, or based upon or arising out of any injuries (including
<br />death) to persons, or damage to property, to the extent caused by the negligent acts or omissions or willful misconduct of City, or any of its
<br />directors, officers, elected or appointed officials, employees, agents, or subcontractors, in the performance of this Agreement.
<br /> c. Notwithstanding any provision in this Agreement to the contrary, Company shall not be responsible for any damage to driving
<br />surfaces that is the result of ordinary wear and tear during the performance of the Collection Services.
<br /> d. The indemnification obligations of this section shall survive the termination or expiration of this Agreement for any reason.
<br />12. INSURANCE
<br /> Company shall maintain at its own cost and expense the following minimum limits of occurrence-based insurance during the term
<br />of this Agreement:
<br /> Type Amount
|