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<br />Santa Ana Police Department/lWS Agreement, Page 9
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<br />Agreement.
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<br />(g) FORCE MAJEURE
<br />Any delays in or failure of performance by IWS or BUYER, except for the obligation to make
<br />payments, will not constitute default under this Agreement to the extent the delays or failure
<br />of performance is caused by occurrences beyond the control of IWS or BUYER, including, but
<br />not limited to, acts of God or public enemy, expropriation or confiscation of facilities,
<br />compliance with any order or request of any governmental authority, act of war, rebellion or
<br />sabotage, fires, floods, explosions, earthquakes, accidents, or riots.
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<br />(h) TAXES .~
<br />BUYER shall be responsible for payment of any sales, use, withholding or other similar taxes
<br />(other than taxes based on IWS's net income) which may be imposed on the payments due
<br />under this Agreement and shall promptly reimburse IWS for any such taxes (including
<br />interest, penalties and additions to tax with respect thereto), whether such taxes are included
<br />with the purchase price shown on Exhibit-A or imposed in the future. BUYER warrants that it
<br />is a tax exempt organization and that IWS is therefore not responsible for payment of any
<br />personal property taxes for property in the possession of BUYER on the date of assessment.
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<br />(i) INDEMNITY
<br />(1) Obligations -- BUYER:
<br />BUYER agrees to protect and hold IWS harmless from any and all claims, suits, actions and
<br />procedures brought or filed by third parties and from all damages, penalties, losses, costs and
<br />expenses (including attorney's fees) arising out of, or related to, any act or omission of
<br />BUYER, its employees, or agents.
<br />(2) Obligations n IWS
<br />IWS agrees to protect and hold BUYER harmless from any and all claims, suits, actions and
<br />procedures brought or filed by third parties and from all damages, penalties, losses, costs and
<br />expenses (including attorney's fees) arising out of, or related to, any act or omission ofIWS, its
<br />employees, or agents.
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<br />In addition IWS agrees to protect and hold BUYER harmless from any claims brought against
<br />BUYER alleging that the System Software infringes a 3rd party's patents or copyright,
<br />provided that IWS is notified promptly by BUYER of any such claim (including any
<br />threatened claim) and IWS has sole control of the defense with respect to such claims. The
<br />preceding indemnification by IWS will not apply to any claim based, in whole or in part, on
<br />any modification of the Software made by any person other than IWS. If a final injunction is
<br />issued, or, IWS believes, is likely to be entered, prohibiting the use of the Software by
<br />BUYER, IWS will, at its sole discretion and expense, either: (i) procure for BUYER the right
<br />to use the Software as provided herein, (ii) replace the Software with non-infringing,
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