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City of Pleasanton - Sun Ridge Systems, Inc.Page 5
<br />d.Except as expressly provided in this Agreement, Sun Ridge retains
<br />all intellectual property rights and other rights to the Software, Documentation (as defined below),
<br />and the source code for the Software.
<br />Section 10. Indemnity and Insurance.
<br />a.Sun Ridge agrees to indemnify, defend, and hold harmless the City
<br />and its officers, directors, shareholders, employees, and agents (the “City Indemnified Parties”)
<br />from any and all claims, demands, liabilities, and costs, including attorney’s fees (“Claims”),
<br />arising out of or relating to (i) any actual infringement of a third-party’s intellectual property rights
<br />or (ii) the negligence or willful misconduct of any employee or agent of Sun Ridge occurring during
<br />or as a result of Sun Ridge’s performance of its obligations hereunder, provided that Sun Ridge
<br />shall have no indemnity or other obligations to the City hereunder to the extent any such Claims
<br />arise from or are the result of the negligence or other fault of the City or its employees, agents or
<br />other contractors nor shall the foregoing indemnity and hold harmless obligations of Sun Ridge
<br />extend to or cover any Claims arising from or relating to claims of defects or errors in the Software
<br />or the City’s use or inability to use the Software. This indemnity obligation shall survive the
<br />expiration, cancellation or termination of this Agreement. Notwithstanding the foregoing, the City
<br />expressly waives, releases, and agrees that neither Sun Ridge nor Sun Ridge’s officers, directors,
<br />shareholders, employees, agents and affiliates shall have any liability for any individual’s or
<br />entity’s lost business, direct damages, incidental or consequential damages, or any other Claims
<br />arising out of or related to the use or implementation of the Software.
<br />b.During the term of this Agreement, Sun Ridge shall comply with the
<br />following insurance requirements:
<br />i.Workers’ Compensation. Sun Ridge shall fully comply with
<br />the terms of the law of California concerning workers’ compensation. Said compliance shall
<br />include, but not be limited to, maintaining in full force and effect one or more policies of insurance
<br />insuring against any liability Sun Ridge may have for workers’ compensation. Said policy shall
<br />also include employer’s liability coverage of $1,000,000 per accident for bodily injury or disease.
<br />ii.General Liability Insurance. Sun Ridge shall obtain at its
<br />sole cost and keep in full force and effect during the term of this Agreement commercial general
<br />liability insurance in the amount of $1,000,000 per occurrence for bodily injury, and property
<br />damage personal injury; coverage includes products and completed operations,. Said insurance
<br />shall provide (1) that the City, its officers, and employees shall be included as additional insureds
<br />under the policy, and (2) that the policy shall operate as primary insurance, and non-contributory.
<br />iii.Automobile Liability Insurance. Sun Ridge shall obtain at its
<br />sole cost and keep in full force and effect during the term of this Agreement business automobile
<br />liability insurance in the amount of $1,000,000 combined single limit per occurrence for bodily
<br />injury and property damage. Said insurance shall provide (2) that the policy shall operate as
<br />primary insurance, and non-contributory.
<br />iv.Certificates of Insurance. Sun Ridge shall file with City upon
<br />the execution of this Agreement, certificates of insurance which shall provide that no cancellation,
<br />major change in coverage, expiration, or nonrenewal will be made during the term of this
<br />agreement, without thirty (30) days written notice to the City prior to the effective date of such
<br />cancellation, or change in coverage.
<br />Section 11. Termination Rights. Either party may terminate this Agreement upon
<br />material breach of any of the terms of this Agreement by the other Party, after first giving the other
<br />party written notice of such breach and thirty (30) days to cure. If the breaching party does not
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