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REV: 10-03-24 MI
<br />exchange for a proportional refund of such license or subscription fee, unless the termination is
<br />for convenience, in which case, the City shall not be entitled to a refund for any unused portion of the
<br />term.
<br />21. Indemnification. To the fullest extent permitted by law, Provider shall defend, indemnify and
<br />hold the City, its Board, members of the Board, employees, and authorized volunteers free and
<br />harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, or
<br />damages, in law or equity, resulting in damage or injury to property or persons, including
<br />wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors
<br />or omissions, or willful misconduct of Provider, its officials, officers, employees, subcontractors,
<br />Providers or agents in connection with the performance of Provider’s services, the Project or this
<br />Agreement. In addition, Provider shall defend, with counsel of City’s choosing and, at Provider's
<br />own cost, 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, members of the
<br />Board, employees, and authorized volunteers. Provider shall pay and satisfy any judgment,
<br />award or decree that may be rendered against City or its Board, members of the Board,
<br />employees, and authorized volunteers as part of any such claim, suit, action or other proceeding.
<br />Provider shall also reimburse City for the cost of any settlement paid by City or its Board,
<br />members of the Board, employees, or authorized volunteers as part of any such claim, suit, action
<br />or other proceeding. Such reimbursement shall include payment for City's attorney's fees and
<br />costs, including expert witness fees. Provider shall reimburse City and its Board, members of the
<br />Board, employees, and/or authorized volunteers, for any and all legal expenses and costs incurred
<br />by each of them in connection therewith or in enforcing the indemnity herein provided.
<br />22. Insurance; Limitation on Liability; Exceptions.
<br />a. Provider will comply with the “Insurance Requirements” of City, which are attached
<br />hereto as Exhibit “G” and included as a part of this Agreement.
<br />b. Except as set forth in subsection (c) below, neither City, nor Provider, shall be liable to
<br />the other for any indirect, punitive, special, exemplary, implied, incidental, or
<br />consequential damages, including lost profits, as a result of any breach of the Contract
<br />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
<br />party claim that the Software infringes upon the intellectual property rights of another
<br />party, nor to the obligation of Provider to deliver the Software and Services in accordance
<br />with the Scope of Work and Provider’s warranty obligations.
<br />d. Notwithstanding the foregoing, in no event shall Provider’s aggregate liability arising out
<br />of or related to this Contract exceed the greater of (i) the insurance coverage provided
<br />pursuant to Exhibit G for a particular loss or claim; or (ii) the aggregate amounts paid/or
<br />due from the City under this Contract as of the event giving rise to the claim.
<br />23. 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 />24. Documents. Provider shall make available to City digital access to all Documentation, manuals
<br />and training materials for the Software. City shall have the right to copy training materials for its
<br />ATTY/AGR.2024.180/Neighborly Software (Page 9 of 26)
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