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<br />Phone: 407-304-3235 email: info@CentralSquare.com
<br />Attention: Senior Counsel / Contracts Department
<br />
<br />If to Customer: Orange County
<br />P.O. Box 8181
<br />Hillsborough, NC 27278
<br />Phone: (919) 245-6100 email: skadle@orangecountync.gov
<br />Attention: Sally Kadle
<br />
<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 war, fire, strike, riot or insurrection, natural disaster,
<br />pandemic or epidemic, delay of carriers, governmental order or regulation, complete or partial shutdown of
<br />plant, unavailability of Equipment, software, or services from suppliers, default of a subcontractor or vendor to
<br />the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor,
<br />the acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected
<br />officials, and/or other occurrences beyond the Party’s reasonable control (“Excusable Delay” hereunder). In the
<br />event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise
<br />reasonably necessary to compensate for such delay.
<br />15. Indemnification.
<br />15.1. CentralSquare Indemnification. CentralSquare shall indemnify, defend, and hold harmless Customer
<br />from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of,
<br />in connection with, or incident to any loss, damage or injury to persons or pr operty or arising solely from
<br />a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or
<br />any subcontractor as a result of CentralSquare’s or any subcontractor’s performance pursuant to this
<br />Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims or
<br />actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or
<br />contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results
<br />from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors,
<br />CentralSquare’s obligations under this provision shall be reduced to the extent of such actions or
<br />omissions based upon the principle of comparative fault.
<br />
<br />
<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 />breaches this Agreement and: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty
<br />(30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
<br />16.2. For lack of payment by written notice to Customer, if Customer’s failure to pay amounts due under this
<br />Agreement has continued more than ninety (90) days after delivery of written notice of non-payment.
<br />17. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:
<br />17.1. Upon the expiration or earlier termination of this Agreement, each Party shall continue to hold such
<br />Confidential Information in confidence pursuant to Section 9; and
<br />17.2. Upon the expiration of this Agreement, each Party shall pay to the other all amounts accrued prior to and
<br />through the date of termination of this Agreement.
<br />18. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise
<br />transferred by either Party without the prior written consent of the other Party, which consent will not be
<br />unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all
<br />of CentralSquare’s assets, CentralSquare may assign this Agreement to an entity ready, willing and able to
<br />perform CentralSquare’s executory obligations hereunder, as evidenced by an express written assumption of
<br />the obligations hereunder by the assignee.
<br />19. Dispute Resolution.
<br />19.1. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute
<br />(“Dispute Notice”). After the other Party receives the Dispute Notice, the parties agree to undertake good
<br />faith negotiation between themselves to resolve the Dispute. Each Party shall be responsible for its
<br />associated travel costs. The parties agree to attend no fewer than three negotiation sessions attended
<br />DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667
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