|
REV: 12-16-24 MI
<br />d. Use of SaaS Solution. If there is a termination for any reason, the City shall have the right to elect
<br />to (i) continue use of the Software for the remainder of the period in which City has paid the license
<br />or subscription fee to Provider; or (ii) discontinue use of such Software in exchange for a
<br />proportional refund of such license or subscription fee.
<br />24. Indemnification. To the fullest extent permitted by law, Provider shall defend, indemnify and
<br />hold the City, its elected officials, officers, employees, and authorized volunteers free and
<br />harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss,
<br />damage or injury of any kind, in law or equity, to property or persons, including wrongful death,
<br />in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or
<br />willful misconduct of Provider, its officials, officers, employees, subcontractors, Providers or
<br />agents in connection with the performance of Provider’s services, the Project or this Agreement.
<br />In addition, 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 covered by
<br />this section that may be brought or instituted against City or its Board, members of the Board,
<br />employees, and authorized volunteers. Provider shall pay and satisfy any judgment, award or
<br />decree that may be rendered against City or its Board, members of the Board, employees, and
<br />authorized volunteers as part of any such claim, suit, action or other proceeding. Provider shall
<br />also reimburse City for the cost of any settlement paid by City or its Board, members of the Board,
<br />employees, or authorized volunteers as part of any such claim, suit, action or other proceeding.
<br />Such reimbursement shall include payment for City's attorney's fees and costs, including expert
<br />witness fees. Provider shall reimburse City and its Board, members of the Board, employees,
<br />and/or authorized volunteers, for any and all legal expenses and costs incurred by each of them in
<br />connection therewith or in enforcing the indemnity herein provided.
<br />25. 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. 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 ANY OTHER PROVISION OF THIS AGREEMENT OTHER
<br />THAN PROVIDERS OBLIGATIONS UNDER SECTION 22, IN NO INSTANCE SHALL
<br />EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER
<br />THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED
<br />TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000). GRANICUS SHALL NOT
<br />BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING
<br />INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES,
<br />HOWEVER CAUSED. THE FOREGOING LIMITATION WILL NOT APPLY TO THE
<br />EXTENT THAT ANY CLAIM IS COVERED BY INSURANCE THAT GRANICUS IS
<br />REQUIRED TO MAINTAIN PURSUANT TO THE TERMS OF THIS AGREEMENT, UP TO
<br />THE ACTUAL PAID AMOUNTS UNDER SUCH INSURANCE COVERAGES.
<br />d. 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 arising from
<br />the negligent acts or willful misconduct of either party, its agents or assigns. Furthermore, no
<br />limitation on liability applicable to Provider shall apply to any third party claim that the Software
<br />infringes upon the intellectual property rights of another party, nor to the obligation of Provider
<br />to deliver the Software and Services in accordance with the Scope of Work and Provider’s
<br />warranty obligations.
<br />ATTY/AGR.2024.237/Granicus (Agenda Management System) (Page 10 of 35)
|