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REV: 12-20-24 MI
<br />c. Termination for Convenience. This Contract may be terminated by the City, in whole
<br />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
<br />to 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
<br />right to elect to continue use of the Software for the remainder of the period in which City
<br />has paid the license or subscription fee to Provider.
<br />23. 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
<br />and 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, in
<br />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
<br />Agreement, except where such claim, suit, action or other proceeding arose due to City’s acts or
<br />omissions. 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
<br />the 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, members
<br />of the 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 Board,
<br />employees, and/or authorized volunteers, for any and all legal expenses and costs incurred by
<br />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
<br />attached hereto as Exhibit “E” 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
<br />assigns. Furthermore, no limitation on liability applicable to Provider shall apply to any
<br />third party claim that the Software infringes upon the intellectual property rights of
<br />another party, nor to the obligation of Provider to deliver the Software and Services in
<br />accordance with the Scope of Work and Provider’s warranty obligations.
<br />ATTY/AGR.2024.239/Dropcountr, Inc. (Dropcountr) (Page 10 of 28)
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