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REV: 01-13-25 LR
<br />provide evidence satisfactory to City, in its sole discretion, that Provider is taking action
<br />to cure such default.
<br />c. Termination for Convenience. This Contract may be terminated by the City, in whole or
<br />in part, upon ninety (90) days written notice to Provider, when the City determines this to
<br />be in its best interest. The termination for convenience is effective on the date specified
<br />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
<br />compensation as a result of a termination for convenience that exceeds the amount
<br />payable under the Schedule of 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
<br />paid the license or subscription fee to Provider; or (ii) discontinue use of such Software in
<br />exchange for a proportional refund of such license or subscription fee.
<br />23. 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,
<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
<br />Board, employees, or authorized volunteers as part of any such claim, suit, action or other
<br />proceeding. Such reimbursement shall include payment for City's attorney's fees and costs,
<br />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 />24. Insurance; Limitation on Liability; Exceptions.
<br />a. Provider will comply with the “Insurance Requirements” of City, which are attached
<br />hereto as Exhibit “I” 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
<br />party claim that the Software infringes upon the intellectual property rights of another
<br />ATTY/AGR.2025.005/Populus Technologies, INC (SaaS Agreement) (Page 10 of 34)
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