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REV: 06-24-22 RL
<br />of a termination for convenience that exceeds the amount payable under the Schedule of
<br />Charges.
<br />d. Use of SaaS Solution. If there is a termination for any reason, the City shall have the right to
<br />elect to (i) continue use of the Software for the remainder of the period in which City has paid
<br />the license or subscription fee to Provider; or (ii) discontinue use of such Software in exchange
<br />for a proportional refund of such license or subscription fee.
<br />25. Indemnification. To the fullest extent permitted by law, Provider shall defend, indemnify and hold
<br />the City, its Board, members of the Board, employees, and authorized volunteers free and harmless
<br />from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury
<br />of any kind, in law or equity, to property or persons, including wrongful death, in any manner
<br />arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful
<br />misconduct of Provider, its officials, officers, employees, subcontractors, Providers or agents in
<br />connection with the performance of Provider’s services, the Project or this Agreement. In addition,
<br />Provider shall defend, with counsel of City’s choosing and, at Provider's own cost, expense and
<br />risk, any and all claims, suits, actions or other proceedings of every kind covered by this section
<br />that may be brought or instituted against City or its Board, members of the Board, employees, and
<br />authorized volunteers. Provider shall pay and satisfy any judgment, award or decree that may be
<br />rendered against City or its Board, members of the Board, employees, and authorized volunteers as
<br />part of any such claim, suit, action or other proceeding. Provider shall also reimburse City for the
<br />cost of any 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 reimbursement shall
<br />include payment for City's attorney's fees and costs, including expert witness fees. Provider shall
<br />reimburse City and its Board, members of the Board, employees, and/or authorized volunteers, for
<br />any and all legal expenses and costs incurred by each of them in connection therewith or in
<br />enforcing the indemnity herein provided.
<br />26. Insurance; Limitation on Liability; Exceptions.
<br />a. Provider will comply with the “Insurance Requirements” of City, which are attached hereto
<br />as Exhibit “H” and included as a part of this Agreement.
<br />b. Neither City, nor Provider, shall be liable to the other for any indirect or consequential
<br />damages, including lost profits, as a result of any breach of the 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 death
<br />arising from the negligent acts or willful misconduct of either party, its agents or assigns.
<br />Furthermore, no limitation on liability applicable to Provider shall apply to any third party
<br />claim that the Software infringes upon the intellectual property rights of another party, nor
<br />to the obligation of Provider to deliver the Software and Services in accordance with the
<br />Scope of Work and Provider’s warranty obligations.
<br />27. Laws, Venue, and Attorneys’ Fees. This Agreement shall be interpreted in accordance with the
<br />laws of the State of California. If any action is brought to interpret or enforce any term of this
<br />Agreement, including arbitration pursuant to Section 30, the action shall be brought in a state or
<br />federal court situated in the County of San Mateo, State of California.
<br />28. Documents. Provider shall deliver to City no less than one (1) full set of documentation, manuals
<br />and training materials for the Software and City shall have the right to copy such documents and
<br />materials for its own internal use of the Software.
<br />ATTY/AGR.2022.156/Granicus (Online agenda and meeting hosting and indexing) (Page 11 of 32)
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