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REV: 04-07-24 LF
<br />termination for convenience if the termination for default is later found to be without
<br />justification.
<br />b. Cure. Provider shall have a period of ten (10) days following a written notice of
<br />default to either cure such default or if such default cannot be cured within such period, to
<br />provide evidence satisfactory to City, in its sole discretion, that Provider is taking action to
<br />cure such default.
<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 determines
<br />in good faith that such termination is in its best interest. The termination for convenience
<br />is effective on the date specified in the City’s written notice. Termination for convenience
<br />shall entitle Provider to payment for actual, reasonable and documented costs allocable to
<br />the Contract Documents for work or costs incurred by Provider up to the date of
<br />termination. Provider shall not be paid compensation as a result of a termination for
<br />convenience that exceeds the amount payable under the Schedule of Charges.
<br />d. Use of SaaS Solution. If there is a termination by the City for convenience or as a
<br />result of Provider’s uncured material breach, the City shall have the right to elect to (i)
<br />continue use of the Software for the remainder of the period in which City has paid the
<br />license or subscription fee to Provider; or (ii) discontinue use of such Software in exchange
<br />for a proportional refund of such license or subscription fee.
<br />23. 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 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,
<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 Council, members of the Council,
<br />employees, and authorized volunteers. Provider shall pay and satisfy any judgment, award or
<br />decree that may be rendered against City or its Council, members of the Council, 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 Council, members of the
<br />Council, 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 Council, members of the
<br />Council, 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 />ATTY/AGR.2026.096/TBD (Relocation Assistance Software) (Page 11 of 33)
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