HomeMy WebLinkAboutContracts & Agreements_175-2020ESRICamera Waiver. FY20-0026
WAIVER, RELEASE AND INDEMNITY AGREEMENT
Environmental Systems Research Institute, Inc. ("ESRI') has voluntarily agreed, at no cost to
the City of Redlands ("City"), to temporarily install a GoPro digital camera and camera housing (the
"Camera Equipment") on certain City solid waste vehicles, as such vehicles are subsequently
identified by City (the "Vehicles"). For and in consideration of City permitting ESRI, and its officers,
employees, and agents, access to the Vehicles located at 1270 W. Park Avenue (the "Property") for
the sole purpose of installing the Camera Equipment on the Vehicles, ESRI voluntarily releases,
discharges, waives, and relinquishes any and all actions or causes of action for claims, losses,
damages, and liability, including but not limited to, personal injury, property damage, or wrongful
death occurring to it, or its officers, employees, and agents which arise as a result of ESRI's entry
onto the Property and installation of the Camera Equipment on the Vehicles. Further, the
undersigned does, for ESRI, and its officers, employees, agents, and successors and assigns, hereby
release, waive, discharge, and relinquish any action or causes of action, which it may have, or which
may hereafter arise for ESRI, and agrees that under no circumstances will ESRI prosecute or present
any claim for and claim, loss, damage, or liability, including but not limited to, personal injury,
property damage, or wrongful death, against City or any of its elected or appointed officials, officers,
agents, or employees (collectively, the "Released Parties") for any of said causes of action, whether
the same shall arise by the passive or active negligence of the Released Parties, or otherwise in
connection with City permitting ESRI to enter upon City's property and undertake the installation of
the Camera Equipment as described herein.
IT IS THE INTENTION OF THE UNDERSIGNED BY THIS INSTRUMENT TO
ASSUME ALL RISKS ATTENDANT WITH ESRI' S INSTALLATION OF THE
CAMERA EQUIPMENT AND TO EXEMPT AND RELIEVE THE RELEASED
PARTIES FROM ANY AND ALL LIABILITY FOR CLAIMS, LOSSES,
DAMAGES, AND LIABILITY, INCLUDING BUT NOT LIMITED TO,
PERSONAL INJURY, PROPERTY DAMAGE, AND WRONGFUL DEATH
CAUSED BY ESRI
The undersigned further agrees that in the event any claim for losses, damages, or liability,
including but not limited to, personal injury, property damage, or wrongful death, shall be prosecuted
against any of the Released Parties by any other person or entity who is on the Property at the time of
ESRI's installation of the Camera Equipment, ESRI shall defend, indemnify, and hold harmless the
Released Parties from any and all claims and causes of action by such person or entity wherever
made or presented for losses, damages, liability, personal injuries, property damage, or wrongful
death for the same. In this respect, ESRI expressly waives the benefits and provisions of Section
1542 of the Civil Code of the State of California, which provides as follows:
"A general release does not extend to claims which the creditor does not know or
expect to exist in his or her favor at the time of executing the release, which if known
by him or her must have materially affected his or her settlement with thedebtor."
Any notice or other communication required, or which maybe given, pursuant to this Waiver,
Release, and Indemnity Agreement, shall be in writing. Any such notice shall be deemed delivered
(i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
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ESRICamera Waiver. FY20-0026
return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class,
certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate
address set forth below, or such other address as a Party may provide notice in accordance with this
section:
CITY:
Jeanne Donaldson
City Clerk
35 Cajon Street, Suite 4
Redlands, CA 92373
Telephone: (909)798-7531
Email: jonaldson@cityofredlands.org
ESRI:
Peter Becker
Group Product Manager
380 New York St
Redlands, CA 92373
Telephone: (909) 793-2853 Ext. 2045
Email: pbecker@esri.com
This Waiver, Release, and Indemnity Agreement contains the entire understanding between
City and ESRI with respect to the subject matter herein. There are no representations, agreements, or
understandings (whether oral or written) between City and ESRI relating to the subject matter of this
Agreement which are not fully expressed herein.
This Agreement shall be governed and construed by and in accordance with the laws of the
State of California, without reference to its conflicts of law principles. If suit is brought by a party to
this Agreement, City and ESRI agree that trial of such action shall be vested exclusively in the state
courts of San Bernardino County, California, or in the United States District Court for theCentral
District of California.
In the event any action is commenced to enforce or interpret any of the terms or provisions of
this Agreement, the prevailing party in such action shall be entitled to recover, in addition to any
costs and other relief, its reasonable attorneys' fees, including fees for the use of in-house counsel by
a party.
Dated: August 17, 2020 ("Effective Date")
CITY OF REDLANDS
Charles M. Duggan, r., Cit anager
ATTEST:
zc" .,/
nne Donaldson, City Clerk
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