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REV: 02-25-26 LF
<br />liability, loss, damage or injury of any kind, in law or equity, to property or persons, including
<br />wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors
<br />or 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 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 Council, members of
<br />the Council, employees, and authorized volunteers. Provider shall pay and satisfy any judgment,
<br />award or decree that may be rendered against City or its Council, members of the Council,
<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 Council,
<br />members of the Council, employees, or authorized volunteers as part of any such claim, suit, action
<br />or other proceeding. Such reimbursement shall include payment for City's attorney's fees and
<br />costs, including expert witness fees. Provider shall reimburse City and its Council, members of
<br />the Council, employees, and/or authorized volunteers, for any and all legal expenses and costs
<br />incurred by each of them in connection therewith or in enforcing the indemnity herein provided.
<br />Except for the obligations of Provider under Section 21 or any action for personal injury or
<br />property damage arising from the negligent or intentional acts of Provider personnel while on-site
<br />at City facilities, in no event shall Provider’s total liability to the City or any third-party in
<br />connection with Provider’s indemnification obligations under this Section 23 exceed: (1) the
<br />amounts recoverable under Provider’s insurance coverage as set forth in Exhibit I below; or (2) if
<br />and to the extent such indemnity obligations are not recoverable under such insurance coverage,
<br />an amount equal to two (2) times the fees actually paid to Provider by City.
<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 “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
<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 />25. Laws, Venue, and Attorneys’ Fees. This Agreement shall be interpreted in accordance
<br />with the laws of the State of California. If any action is brought to interpret or enforce any term
<br />of this Agreement, including arbitration pursuant to Section 30, the action shall be brought in a
<br />state or federal court situated in the County of San Mateo, State of California.
<br />26. Documents. Provider shall deliver to City no less than one (1) full set of documentation,
<br />manuals and training materials for the Software and City shall have the right to copy such
<br />documents and materials for its own internal use of the Software.
<br />ATTY/AGR.2026.050/ICHI Plan, Inc. (AI enabled Software Solution) (Page 11 of 31)
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