|
REV: 11-06-24 MI
<br />using the applicable Software, (ii) a solution to mitigate the infringement, or (iii) a product to
<br />replace the infringing product that provides the functionality and complies with the specifications
<br />contained in the Contract Documents. The City shall not incur any additional costs related to the
<br />aforementioned remedies.
<br />19.Termination.
<br />a.Termination for Default. Subject to the right to cure contained in Section 19.b., the
<br />City may terminate this Agreement in whole or in part, at any time that the City determines
<br />that Provider is in material default of its obligations under the Contract Documents.
<br />Termination for default is effective on the date specified in the City’s written notice of
<br />default. Should Provider fail to cure a default, then in addition to any other remedies
<br />provided by law or the Contract Documents, Provider shall compensate the City’s actual
<br />costs to obtain substitute performance. A termination for default shall be deemed a
<br />termination for convenience if the termination for default is later found to be without
<br />justification.
<br />b.Cure. Provider shall have a period of ten (10) days following a written notice of
<br />default to either cure such default or if such default cannot be cured within such period, to
<br />provide evidence satisfactory to City, in its sole discretion, that Provider is taking action to
<br />cure such default.
<br />c.Termination for Convenience. This Contract may be terminated by the City, in
<br />whole or in part, upon ninety (90) days written notice to Provider, when the City determines
<br />this to be in its best interest. The termination for convenience is effective on the date
<br />specified in the City’s written notice. Termination for convenience may entitle Provider to
<br />payment for reasonable costs allocable to the Contract Documents for work or costs
<br />incurred by Provider up to the date of termination. Provider shall not be paid compensation
<br />as a result of a termination for convenience that exceeds the amount payable under the
<br />Schedule of Charges.
<br />d.Use of Software Solution. If there is a termination for any reason, the City shall have
<br />the right to elect to (i) continue use of the Software for the remainder of the period in which
<br />City has paid the license or subscription fee to Provider; or (ii) discontinue use of such
<br />Software in exchange for a proportional refund of such license or subscription fee.
<br />20. Indemnification. To the fullest extent permitted by law, Provider shall defend, indemnify
<br />and 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, damage
<br />or injury of any kind, in law or equity, to property or persons, including wrongful death, in any
<br />manner 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 />ATTY/AGR.2024.215/E & M Electric and Machinery, Inc. (AVEVA Subscription) (Page 7 of 20)
|