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REV: 11-21-25 LF
<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
<br />determines this to be in its best interest. The termination for convenience is effective on
<br />the date specified in the City’s written notice. Termination for convenience may entitle
<br />Provider to payment for reasonable costs allocable to the Contract Documents for work
<br />or costs 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 Software Solution. If there is a termination for any reason, the City shall
<br />have the right to elect to (i) continue use of the Software for the remainder of the period
<br />in which City has paid the license or subscription fee to Provider; or (ii) discontinue use
<br />of such Software in exchange for a proportional refund of such license or subscription
<br />fee.
<br />20. Indemnification. To the fullest extent permitted by law, Provider shall defend, indemnify
<br />and hold the City, its Council, members of the Council, employees, and authorized volunteers
<br />free and harmless from any and all claims, demands, causes of action, costs, expenses, liability,
<br />loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful
<br />death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or
<br />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
<br />Provider's own cost, expense and risk, any and all claims, suits, actions or other proceedings of
<br />every kind covered by this section that may be brought or instituted against City or its Council,
<br />members of the Council, employees, and authorized volunteers. Provider shall pay and satisfy
<br />any judgment, award or decree that may be rendered against City or its Council, members of the
<br />Council, employees, and authorized volunteers as part of any such claim, suit, action or other
<br />proceeding. Provider shall also reimburse City for the cost of any settlement paid by City or its
<br />Council, members of the Council, employees, or authorized volunteers as part of any such claim,
<br />suit, action or other proceeding. Such reimbursement shall include payment for City's attorney's
<br />fees and costs, including expert witness fees. Provider shall reimburse City and its Council,
<br />members of the Council, employees, and/or authorized volunteers, for any and all legal expenses
<br />and costs incurred by each of them in connection therewith or in enforcing the indemnity herein
<br />provided.
<br />21. Insurance; Limitation on Liability; Exceptions.
<br />a. Provider will comply with the “Insurance Requirements” of City, which are
<br />attached hereto as Exhibit “F” and included as a part of this Agreement.
<br />b. Neither City, nor Provider, shall be liable to the other for any indirect 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 />ATTY/AGR.2025.321/E & M Electric and Machinery, Inc. (SCADA System) (Page 7 of 42)
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