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REV: 03-17-23 MI
<br />performance of Provider’s services, the Project or this Agreement, except where such
<br />claim, suit, action or other proceeding arose due to City’s acts or omissions. In addition,
<br />Provider shall defend, with counsel of City’s choosing and, at Provider's own cost,
<br />expense and risk, any and all claims, suits, actions or other proceedings of every kind
<br />covered by this section that may be brought or instituted against City or its Board,
<br />members of the Board, employees, and authorized volunteers. Provider shall pay and
<br />satisfy any judgment, award or decree that may be rendered against City or its Board,
<br />members of the Board, employees, and authorized volunteers as part of any such claim,
<br />suit, action or other proceeding. Provider shall also reimburse City for the cost of any
<br />settlement paid by City or its Board, members of the Board, employees, or authorized
<br />volunteers as part of any such claim, suit, action or other proceeding. Such
<br />reimbursement shall include payment for City's attorney's fees and costs, including
<br />expert witness fees. Provider shall reimburse City and its Board, members of the Board,
<br />employees, and/or authorized volunteers, for any and all legal expenses and costs
<br />incurred by each of them in connection therewith or in enforcing the indemnity herein
<br />provided.
<br />24. Insurance; Limitation on Liability; Exceptions.
<br />a. Provider will comply with the “Insurance Requirements” of City, which are
<br />attached hereto as Exhibit “F” and included as a part of this Agreement.
<br />b. Neither City, nor Provider, shall be liable to the other for any indirect or
<br />consequential damages, including lost profits, as a result of any breach of the
<br />Contract Documents.
<br />c. Notwithstanding the foregoing, no limitation on liability contained in the Contract
<br />Documents shall apply to any third party claim for personal injury or wrongful
<br />death arising from the negligent acts or willful misconduct of either party, its
<br />agents or assigns. Furthermore, no limitation on liability applicable to Provider
<br />shall apply to any third party claim that the Software infringes upon the
<br />intellectual property rights of another party, nor to the obligation of Provider to
<br />deliver the Software and Services in accordance with the Scope of Work and
<br />Provider’s warranty obligations.
<br />25. Laws, Venue, and Attorneys’ Fees. This Agreement shall be interpreted in accordance
<br />with the laws of the State of California. If any action is brought to interpret or enforce
<br />any term of this Agreement, including arbitration pursuant to Section 30, the action shall
<br />be brought in a state or federal court situated in the County of San Mateo, State of
<br />California.
<br />26. Documents. Provider shall deliver to City no less than one (1) full set of documentation,
<br />manuals and training materials for the Software and City shall have the right to copy
<br />such documents and materials for its own internal use of the Software.
<br />27. Notice. Any notice or instrument required to be given or delivered by this Agreement
<br />may be given or delivered in person or sent via commercial overnight delivery,
<br />ATTY/AGR.2023.056/Dropcountr, Inc. (Water Utility Customer Portal) (Page 12 of 32)
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