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In the event of a material default or breach by CLIENT, the CITY/DISTRICT may,
<br />without limiting the CITY/DISTRICT's rights or remedies, terminate CLIENT
<br />access to BAERS website and all other services provided herein.
<br />10. Indemnity. CLIENT hereby agrees to defend, indemnify, and save harmless
<br />CITY/District, its Council, boards, commissions, officers, employees and agents,
<br />from and against any and all claims, suits, actions, liability, loss, damage, expense,
<br />cost (including, without limitation, costs and fees of litigation) of every nature, kind
<br />or description, which may be brought against, or suffered or sustained by,
<br />CITY/DISTRICT, its Council, boards, commissions, officers, employees or agents
<br />caused by, or alleged to have been caused by, negligence, intentional tortious act or
<br />omission, or willful misconduct of CLIENT, its officers, employees or agents in
<br />the performance of any services or work pursuant to this Agreement.
<br />CITY/DISTRICT hereby agrees to defend, indemnify, and save harmless CLIENT,
<br />its Council, boards, commissions, officers, employees and agents, from and against
<br />any and all claims, suits, actions, liability, loss, damage, expense, cost (including,
<br />without limitation, costs and fees of litigation) of every nature, kind or description,
<br />which may be brought against, or suffered or sustained by, CLIENT, its Council,
<br />boards, commissions, officers, employees or agents caused by, or alleged to have
<br />been caused by, negligence, intentional tortious act or omission, or willful
<br />misconduct of CITY/DISTRICT, its officers, employees or agents in the
<br />performance of any services or work pursuant to this Agreement.
<br />PATENT INFRINGEMENT
<br />CITY/DISTRICT shall indemnify and defend the CLIENT in any actions against
<br />the CLIENT to the extent that they are based on a claim of infringement for the use
<br />of BAERS related to this Agreement, provided that CITY/DISTRICT is notified in
<br />writing of such claim. CITY/DISTRICT shall have the right to control the defense
<br />of all such claims, lawsuits and other proceedings. CLIENT shall use its best efforts
<br />to aid CITY/DISTRICT in conducting any such defense.
<br />In case of a judgment adverse to the CLIENT or CITY/DISTRICT,
<br />CITY/DISTRICT shall make reasonable efforts to purchase the right to continued
<br />use of any infringing software on the CLIENT's behalf, or to modify BAERS to
<br />make it non -infringing.
<br />11. Insurance. Without limiting the Indemnity described herein, CITY/DISTRICT shall
<br />procure and maintain insurance that complies with the requirements set forth in
<br />Appendix B, which is, by this reference, incorporated herein and made a part hereof
<br />as though it were fully set forth herein.
<br />12. Notice. All notices required by this Agreement shall be given to the
<br />CITY/DISTRICT and CLIENT in writing, by first class mail, postage prepaid,
<br />addressed as follows:
<br />A17Y/AGR/2016.315/CITY OF FOSTER CITY —ESTERO MUNICIPAL IMPROVEMENT DISTRICT
<br />REV: 11-08-16 RL
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