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b, Commercial General Liabilih, insurance on aji 110ccurrerice Rasds- with linlits
<br />orliability not less dian $500,000 peroccurrence and/orcombined.single-li t
<br />twdil y iqjuryand propem.y dwnage,
<br />c, Motor Vehicle 1-4abifity, including No -Fault coverage., with ha its ofHability
<br />not less Lhan $500,000 per Occurrence and/or aggregate, cornbincti single limil,,
<br />persoruil injury, bo,dily injury and property daniage, Coverage shall, inclUde all
<br />non-o%Nmed vehicles, and aH 1red vehicles.
<br />d, ProR,,ssional Liability, with limits ofliabili ty c&$M00,000 per clahn and pcd icy
<br />aggreg,ate,
<br />9. 1 ndenui i fi cation of C,
<br />The Provider fiereby agrees to def'�nd, Trawl errinify, and
<br />hold harmless the City, its officials, eniplo.yees, arid agents ti-oni any and all claims of any nature
<br />M-fich arise ftorn the perforinance by, the Prcwider under th,is Agreement and fturns all costs and
<br />attorney, lees in connection therewith, excepting For clairns, arising out ofthe neghgence ash" tile
<br />city, its officials, directors'. einployees, and agents. 111e obliga,tions of," the Provider under this
<br />section shall survi've the tern-nnalion ofthis Agreement,
<br />10, E,itnitation thi of Liabi . Proi,,ider's habilit liar any nialler arising under s
<br />illy, 'Y
<br />Agreement or from any transaction cotacrnplated herein, including without limitation the provision,
<br />of the Services, shall not exceed the actual aniount paid by an insurer as as result ofany claim made
<br />with respect to such rnatter under Provider-'s insurance policies as set f6rth in Section 8
<br />("IrMlrance"),, "Flan City, acknowledges thzit Section 8 is as inaterial terri-i upon which Provider has
<br />relied in entering into (his Agreement and that Pri.wider -would not have entered into this
<br />Agreement in the absence Of SUCII PfXMSi011.
<br />11, Work F'roduct kvnersu . The Irovider will submit its work product to the City
<br />TE 1-11t --- 1, 1 I-P I
<br />in accordance with the ter-nis of the Sa ope of" Work, Any arid all worl, product SUbmitted by the
<br />Provider to the City as part of the Provlder's perfornlance ofthe Services will, become the exclusive
<br />property of the City., and the (-ity will havthe right to use and reproduce, co ie!s f tile Providers
<br />P o
<br />work product ,is the Ciq, determines in its sole discretion without compensation to the Proviw er.
<br />except the compensation expressly, provided for in this Agreemea. However, Provider's
<br />metholdologies (e.g.. surveys, ref�°rence databases) that it has developed before and dUring Ll'-fis
<br />-oprietarN Agreement are the pri)perty of'Provider (collectiv,ely, and together with any Provider pi
<br />assessment lools, the "'GFOA Intellectual Property"). In the course all. performance hereundel�,
<br />ProN,ider may use (and may authorize the City's personnel twat use) certain GFOA hitellectual.
<br />Property toassist in the complietion, ofthis Agreement, The City shall not have or obtain any right
<br />or title to or interesw in such (iF0A Intellectual Propetly (or in any, modifications or enhancernents
<br />ther°eto). Provider makes no express or implied wvarranfies of any kind regaring the GFOA
<br />fntellcctual Propert),
<br />12, Disclainici-, The City hereby acknowledges ffuat (i) Provider is not the soffivare
<br />pn,,rvider or syslenjs integrator" (fi) Provider's, role is to provide infonnation, analyijs aild adyi:ior"Y
<br />servilces, and (Tilt the de- cision on as sollware and services vendor is solely that of' the Cit),,
<br />ACCo,rdingly. the City agrees that Provider shall bear no responsibi lily and shall incur no has bifity
<br />I
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