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[W5 Renewal Maintemnce Agreement 2/21/2006 4.2 Limitation of Liability: IWS's maximum liability to the CITY arising for any reason relating to IWS's performance of the this Agreement, or any amendment thereto, shall be limited to the amount of fees paid to IWS for its performance under this Agreement for the specific year that is related to the event which gave rise to the liability. 4.3 Hold harmless: IWS will indemnify, defend and hold harmless the CITY, its officers, agents, employees or representatives from all liability for any loss, damage, or injury to persons or property arising from or related to the performance of this Agreement, including without limitation all consequential damages and attorney's fees, resulting from IWS's gross negligence or its wrongful or reckless performance hereunder. The CITY will indemnify, defend and hold harmless IWS, its officers, agents, employees or representatives from all liability for any loss, damage, or injury to persons or property arising from or related to the performance of this Agreement, including without limitation all consequential damages and attorney's fees, resulting from CITY's gross negligence or its wrongful or reckless performance hereunder. 4.4 Independent Contractor: This Agreement is for the professional services of IWS and its representatives and is non -assignable by IWS without the prior written consent of the CITY. In performing these professional services, IWS is an independent Contractor and is not acting as an agent or employee of the CITY. 4.5 Termination: Prior to the expiration of this Agreement, this Agreement may be terminated for the convenience of both parties by mutual consent. Either party may terminate this Agreement upon a breach by the other party which is not cured in a timely manner as follows: In the event of any material breach of this Agreement by either party, the aggrieved party must give written notice thereof, including a reasonably detailed statement of the nature of such breach, to the breaching party. The breaching party has thirty (30) days to cure such breach. In the case of a breach that cannot reasonably be cured within 30 days, the breaching party will provide a written estimate of the time needed to cure such breach, will commence to cure such breach within thirty (30) days of notice from the aggrieved party, and will diligently continue to cure such breach to completion. If the breaching party fails to cure, to commence cure, or diligently prosecute such cure to completion, the aggrieved party shall be entitled to suspend its performance Linder this Agreement for as long as the breach remains uncorrected, and avail itself the remedies provided by this Agreement. Failure of CITY to pay, when due, all fees payable, including annual or Extra Services fees, will be cause for IWS to immediately suspend the performance of any of IWS's duties as described herein. Page 8 per 01-01-05