PSA - Provide Pavement Condition Assessment for 2021 Roadbotics Assmt.

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4.Compensation. In exchange for the Provider's satisfactory performance of the Services, and subject to the terms and conditions of this Agreement, the City will pay the Provider the Program Fee stated in the Proposal (the “Contract Amount") in accordance with the project budget stated in the Proposal. The City will pay the Contract Amount upon invoicing by the Provider as set forth in the Proposal (each a “Contract Installment”). Invoice payment will be made within thirty (30) days from the date of invoice receipt. The City will not be required to pay any Contract Installment if the City is not satisfied with the Provider's performance under this Agreement or any default or breach of this Agreement by the Provider exists, as the City may determine in its sole discretion. The sum of all Contract Installments will not exceed the Contract Amount, and the Provider will not incur or seek reimbursement for any expenses in excess of the Contract Amount. 5.Term; Termination. Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date and continue for twelve (12) months (the “Subscription Term”). Notwithstanding the foregoing, effective immediately upon delivery of a written termination notice to the Provider, the City may terminate this Agreement, in whole or in part, for any reason, if the City determines that such termination is in the best interest of the City. In addition, in accordance with Ind. Code 6-1.1-18 4, payments are subject to annual appropriation by the City. If the City makes a written determination that funds are not appropriated or are otherwise unavailable to support the continuation of this Agreement, it shall be cancelled. A determination by the City that funds are not appropriated or are otherwise unavailab le to support the continuation of performance shall be final and conclusive. The City will not be required to pay any Contract Installment or be otherwise liable for any cost associated with the Provider's performance of any Services after the effective date of termination. 6.Warranties. Provider will use reasonable commercial efforts to make the Services available during the Agreement term. In the event of breach of this warranty for the Services, Provider’s sole and exclusive obligation shall be to refund the portion of the subscription fee applicable to the Services for the period such Services were not available because of breach by the Provider. Notwithstanding the foregoing, the City retains it right to pursue any and all remedies available at law or in equity. 7.Limitation of Liability. PROVIDER SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING LOST BUSINESS OR PROFITSTO THE EXTENT THAT PROVIDER IS HELD LIABLE FOR DAMAGES ARISING OUT OF THE USE OF THE SERVICES OR THIS AGREEMENT, PROVIDER’S LIABILITY FOR SUCH DAMAGES SHALL IN NO EVENT EXCEED THE SUBSCRIPTION FEES PAID BY CITY TO PROVIDER FOR THE APPLICABLE SERVICES. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION. CITY ACKNOWLEDGES THAT WITHOUT ITS AGREEMENT TO THE LIMITATIONS CONTAINED HEREIN, THE FEES CHARGED FOR THE SERVICES WOULD BE HIGHER.