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MILLER MENDEL. INC.
<br />use or misappropriate any third -party intellectual property rights; or (c) modify the item (without material loss of
<br />functionality) so that it no longer infringes, wrongfully uses or misappropriates any third -party intellectual
<br />property right. If MMI is unable to successfully accomplish any of the actions described above after using its
<br />commercially reasonable best efforts to accomplish each of them in a timely manner, then MMI will refund to
<br />Client a pro -rated amount of the license fees paid by Client hereunder in connection with the unused portion of its
<br />licensed rights to the eSOPH System under this Agreement. The remedies set forth in this Section 9 are Client's
<br />sole and exclusive remedy and MMI's sole obligation with respect to breach of the warranty contained in Section
<br />6.2.2.
<br />10. INSURANCE
<br />10.1 Throughout the Term MMI, at its sole expense, will carry and maintain: (a) Commercial General
<br />Liability Insurance in the amount not less than $1,000,000 combined single limit per occurrence, $2,000,000
<br />aggregate; (b) Stop Gap/Employer's Liability Insurance in the amount not less than $ 1,000,000 per incident; (c)
<br />Professional Liability Insurance in the amount not less than $1,000,000 per claim and in the aggregate; and (d)
<br />"Cyber" Insurance in the amount not less than $1,000,000 combined single limit occurrence, $2,000,000 aggregate.
<br />MMI will have Client added to the MMI Insurance policy and issue a certificate to Client at Client's request. If
<br />Client has requested to be added to the policy, MMI will provide to Client a new certificate, each year, if requested
<br />by Client.
<br />10.2 Client represents it is self -insured or has appropriate insurance to fulfill and maintain its obligations
<br />and duties under this Agreement.
<br />11. NOTICES. All notices and requests in connection with this Agreement will be deemed given as of the
<br />day they are received either by messenger, delivery service, or in the United States of America mails, postage
<br />prepaid, certified or registered, return receipt requested, and addressed to MMI or Client at the following
<br />addresses:
<br />For Miller Mendel, Inc., copy of Notice(s) to
<br />Mark Beatty
<br />Rylander and Associates
<br />406 W. 12" St.
<br />Vancouver, WA 98660
<br />12. GENERAL TERMS AND CONDITIONS
<br />For Client, copy of Notice(s) to:
<br />Chief s Office
<br />Santa Ana Police Department
<br />60 Civic Center Plaza
<br />Santa Ana, CA 92701
<br />12.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other
<br />Party, which such consent may not be unreasonably withheld. Subject to this Section 12.1, this Agreement will inure
<br />to the benefit of and be binding upon the heirs, successors, subcontractors, and assigns of the respective Parties.
<br />12.2 Compliance With Laws. Each Party will, at its expense, obtain all permits and licenses, pay all
<br />fees, and comply with all federal, state and local laws, ordinances, rules, regulations, codes and orders applicable to
<br />its performance under this Agreement.
<br />12.3 Construction. If for any reason a court of competent jurisdiction finds any provision of this
<br />Agreement, or portion thereof, to be unenforceable, then that provision of the Agreement will be enforced to the
<br />maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will
<br />continue in full force and effect. No waiver of any breach of any provision of this Agreement will constitute a waiver
<br />of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be
<br />effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement
<br />has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its
<br />terms and without any strict construction in favor of or against either party.
<br />12.4 Governing Law. This Agreement will be governed by, and construed in accordance with the laws
<br />of the state Client is located within, as applied to contracts performed therein but without reference to its choice of
<br />MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 17 OF 21
<br />Version: June 1, 2019 — Santa Ana Specific (See Addendum)
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