Agmt19 CherryRoad Technologies, Inc.

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products provided by the City, modifications made by the City to any of the products or Services delivered by Consultant or if the City uses the products or the services in a manner not intended by the Agreement. 7.2 Defense of Third Party Claims. Consultant shall defend, with counsel reasonably acceptable to City, at Consultant's own cost, expense and risk, any and all third party claims, suits, actions or other proceedings of every kind covered by Section 7.1 that may be brought or instituted againstthe City Parties. Consultantshall pay and satisfy anyjudgment, award or decree that may be rendered againstthe City Parties as part of any such claim, suit, action or other proceeding. Consultantshall also reimburseCityforthe costofany reasonable settlement paid bythe City Parties as partofanysuch claim,suit,action or other proceeding. Consultantshall reimburse the City Parties for any and all legal expenses and costs incurred by each of them i n enforcing the indemnity herein provided, including any defense costs which are incurred as a result of Consultant not undertaking the defense of a cl a i m i n a timely manner. 7.3 Limitationon Liability: 7.3.1 EXCEPT WITH RESPECT TO THE INDEMNIFICATION (Section 7.1 and 7.2) AND NON -DISCLOSURE OBLIGATIONS (Section 10)SET FORTH HEREIN AND NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES OR OTHER MONETARY LOSS, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ANY ACTIONS OR OMISSIONS WITH RESPECT THERETO, WHETHER OR NOT ANY SUCH MATTERS ORCAUSES ARE WITHIN A PARTY'S CONTROL OR DUE TO NEGLIGENCE OR OTHER FAULT ON THE PART OF A PARTY, ITS AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES, AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, BREACH OF WARRANTY OR OTHERWISE. 7.3.2 THE LIABILITY OF CONSULTANT IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES SHALL BE LIMITED TO THE GREATER OF (1) THE AGGREGATE AMOUNT TO BE PAID TO CONSULTANT FOR SERVICES AS SET FORTH IN EXHIBIT F; OR (11) THE APPLICABLE INSURANCE LIMITS AS SET FORTH IN SECTION 6. 7.3.3 THE LIMITATION ON LIABILITY CONTAINED IN EACH OF THE THIRD PARTY PROVIDER CONTRACTS DESCRIBED IN SECTION 2.4 AND SET FORTH AS EXHIBITS TO THIS AGREEMENT SHALL APPLY TO ANY CLAIM AGAINST CONSULTANT ARISING IN CONNECTION WITH THE SOFTWARE AND SERVICES TO BE PROVIDED BY THE THIRD PARTY PROVIDER PURSUANT TO THOSE CONTRACTS, EXCEPT TO THE EXTENT THAT A CLAIM RESULTS FROM THE PERFORMANCE OF SERVICES BY CONSULTANT IN CONNECTION WITH SUCH THIRD PARTY PROVIDER CONTRACTS, WHICH CLAIM WILLSUBIECT TO THE LIMITATION ON LIABILITY OF CONSULTANT PURSUANT TO SECTION 7.3.2. 8.0 TERM 8.1 Initial Term. Unless earlier terminated in accordancewith Section 9.0, this Agreement shall continue in full force and effect for five (5) years from the date of execution of this Agreement by both parties. The initial term will beextended to the extent thatthe initial target Go -Live Date forPhase3 in the Statement of Work is extended. 8.2 Automatic Renewals: This Agreement shall automatically renewfor additional one (1) year periods (a "Renewal Term") unless either party terminates this Agreement in writing,no lessthan ninety (90) days before the end of the lnitialTermoranyRenewalTerm. The Initial Term and all Renewal Terms arecol lectively referred to as the 'Term". 9.0 TERMINATION. 9.1 Termination Without Cause. City shall havethe rightto terminatethis Agreement without causeby providing Consultantwith ninety (90) calendar days' written notice. GENERALTERMS AND CONDITIONS Page8 ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 8 of 172