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10. INDEMNIFICATION OpenGov will defend, indemnify and hold harmless City and its officers, agents,
<br />employees, and volunteers, (the "Indemnified Parties') from and against all claims, damages, losses and
<br />expenses including attorney fees (each a "Claim") arising out of the performance of the Services, caused in whole
<br />or in part by the willful misconduct or any negligent act or omission of the OpenGov, any subcontractor, anyone
<br />directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where
<br />caused by the sole negligence or willful misconduct of City. For the sake of clarity, OpenGov's obligations under
<br />this paragraph apply, without limitation, to Claims relating to Data Breaches and Security Incidents and to any
<br />other disclosure of Personal or Non -Public Data without prior written authorization of the City.
<br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to
<br />or on behalf of an injured employee under the City's self-administered workers' compensation is included as a
<br />loss, expense or cost for the purposes of this section.
<br />Without limiting the generality of the forgoing, OpenGov shall defend the Indemnified Parties from and against any
<br />claim, suit, or action (an "Infringement Claim") by a third party that is based upon an allegation that any part of the
<br />Services, including, without limitation, any technology or any other content made available to the Indemnified
<br />Parties by OpenGov as part of the Services, infringes or otherwise violates the intellectual property (provided that
<br />with respect to patents it shall be limited to US patents) rights of such third party. OpenGov shall also indemnify
<br />and hold harmless the Indemnified Parties from and against any final award of damages or settlement amounts
<br />for release of liability from any such Infringement Claim. In addition, if an Infringement Claim is made, or if
<br />OpenGov has reason to believe such a claim may be made, OpenGov may replace or modify the relevant
<br />Services to make them non -infringing, or procure a license for City under the rights allegedly infringed. If none of
<br />the options described in the preceding sentence is available to OpenGov using commercially reasonable efforts,
<br />then OpenGov may terminate this Agreement and refund to City a pro rata portion of the fees paid in advance for
<br />the Software Services for the terminated portion of the Term. OpenGov shall have no liability under this
<br />subsection with respect to any use or other exploitation of the Services not in compliance with this Agreement or
<br />applicable law. This subsection states OpenGov's sole liability to, and City's exclusive remedy, under this
<br />Agreement with respect to infringement or other violation of third party intellectual property rights.
<br />Notwithstanding the foregoing, OpenGov will have no obligation under this Section or otherwise with respect to
<br />any infringement claim based upon (i) any use of the Software Services not in accordance with this Agreement or
<br />for purposes not intended by OpenGov, (ii) any use of the Software Services in combination with other products,
<br />equipment, software, or data not supplied or specified by OpenGov, (iii) any use of any release of the Software
<br />Services other than the most current release made available to Customer, or (iv) any modification of the Software
<br />Services by any person other than OpenGov or its authorized agents or subcontractors.
<br />OpenGov shall not settle any Claim or Infringement Claim without the prior written approval of City, which
<br />approval may be unreasonably withheld or delayed.
<br />11. INSURANCE REQUIREMENTS. OpenGov shall obtain and maintain for the duration of this Agreement
<br />insurance against claims for injuries to persons or damage to property which may arise out of or in connection
<br />with performance of the Services by OpenGov or OpenGov's agents, representatives, employees or
<br />subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than "A -:VII".
<br />11.1 Coverages and Limits. OpenGov, at its sole expense, shall maintain the types of coverages and minimum
<br />limits indicated below, unless otherwise approved by City in writing. These minimum amounts of coverage will not
<br />constitute any limitations or cap on OpenGov's indemnification obligations under this Agreement.
<br />i Commercial General Liability Insurance. OpenGov shall maintain occurrence -based coverage with limits
<br />not less than $2,000,000 per occurrence. If the submitted policies contain aggregate limits, such limits will
<br />apply separately to the Services, project, or location that is the subject of this Agreement or the aggregate
<br />will be twice the required per occurrence limit. The Commercial General Liability insurance policy shall be
<br />endorsed to name the City, its officers, agents, employees and volunteers as additional insureds, and to
<br />state that the insurance will be primary and not contribute with any insurance or self-insurance maintained by
<br />the City.
<br />ii Business
<br />$AutomobileLiability
<br />hired and non ownedautomobiles.
<br />bfor owned, shall
<br />autommaintain coverage with limits not less than
<br />1,000,000 per each accident
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<br />REV: 03-25-19 PR
<br />ATTY/AGR.2019.068/OpenGov Software Suite
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