Opening of Proposals - Utility Billing System - North Star Utilities Solutions - Part 2

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NVORTHSTAR" SECTION M. RFP INSTRUCTIONS K. Liability Vendor shall indemnify, defend, and hold harmless the City from all claims, suits actions, losses, damages, liabilities, cost and expenses of any nature whatsoever resulting from, arising out of, or relating to the activities of your company or its officers, employees, subcontractors, or agents under the Purchase Order resulting from this RFP. Exception: Proposer's standard policy is to agrLe to defend the City against any third -party lawsuit alleging violation of intellectual property right, or arising out of injuries to persons arising from the gross negligence or` willful misconduct of Proposer and its employees, agents or independent contractors while on the customer's prernises. Proposer will pay costs and damages that a court finally awards in such suit or that arc agreed upon in settlement thereof. If the City or any third party has caused or contributed to a third -party claim, then Proposer will only indernify the City up to the arnount Proposer is deemed responsible. In accordance with industry standards, the indemnification should be balanced by a limitation of liability clause to exempt both parties liability from indirect and consequential damages and to cap liability to a mutually agreed upon amount, This cap on liability would not apply to Proposer''s intellectual properly indemnification obligations, though Proposer's obligation to indemnify the City harmless under is void if the clairn of infringement arises out of or in connection with arty modification made to the Software or any use of the Software not specifically authorized in writing by Proposer. SECTION VI. PROPOSAL SUBMISSION REQUIREMENTS 9. Terms and Conditions Vendor will provide standard agreements for all software services and maintenance and support needed to provide the intended solution. The City reserves the right to reject any supplemental terms that are requested by the Vendor but deemed by the City not to be in its best interest. Terms and conditions are excluded from the total page count. As a final note the Proposer anticipates that the resultant agreement shall be based on Proposer's and industry norm standard agreements for software licensing and maintenance and that the resultant agreement between the Proposer and the City should include provisions typically seen in these types of software agreements, including: limitation of liability (which will be at one (1) times the contract value, and shall not include damages related to indirect, consequential, special or aggravated), warranty (as per the restrictions above), license use and restrictions (such as copying restrictions, User restrictions and reverse engineering type restrictions), mutually acceptable acceptance terms, payment terms (including the use of milestones for payment and license fees paid up front), maintenance terms, approved Statements of work, and other provisions typical in software license/support/service agreements and that the absence of any clauses in the City's RFP will not affect Proposer's ability to negotiate such clauses and to modify the standard contract as needed. NorthStar Proposal Response —South Bend Indiana