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that said information shall not be obscene, defamatory, or otherwise expose MMC to
<br />liability to third parties. City represents that it shall use reasonable and diligent efforts in
<br />the collection of moneys identified by MMC. City represents that in the event City elects
<br />not to proceed with diligent efforts in collection, that City shall remain liable to MMC in
<br />accordance with applicable Addendum as if City had proceeded with diligent efforts in
<br />collection.
<br />7.3 Indemnification. The parties hereto agree to defend, indemnify, and hold harmless the
<br />other, its directors, officers, employees and affiliates, from any and all claims, suits,
<br />demands, losses, damages, liabilities, costs and expenses, including reasonable attorney's
<br />fees (collectively "Losses ") arising from or related to a claim of injury to person or
<br />property or death arising from or caused by the negligent acts or omissions of employees,
<br />agents, or representatives of the indemnifying party which acts or omissions arise from
<br />the indemnifying party's performance (or non - performance) under this Agreement. City
<br />shall defend, indemnify, and hold MMC harmless from any Losses arising from or related
<br />to a claim that information provided by City to MMC contains any false, misleading, or
<br />defamatory information regarding a third party. MMC shall defend, indemnify, and hold
<br />City harmless from any claim that MMC negligently or intentionally falsified any
<br />information provided to City pursuant to this Agreement.
<br />7.4 LIMITATION OF LIABILITY. To the maximum extent permitted by law, in no event
<br />shall MMC, its employees, contractors or agents be liable for any indirect, incidental,
<br />special, punitive or consequential damages, lost data or cost of procurement of substitute
<br />goods or services arising from or related to the services whether for, among other things,
<br />breach of warranty or any obligation arising therefrom, and whether liability is asserted in
<br />contract or tort (including but not limited to negligence and strict product liability)
<br />whether or not MMC has been advised of the possibility of any such loss or damage.
<br />MMC's liability hereunder shall in no event exceed an amount equal to the fees paid by
<br />city for the affected service to which the claim pertains. The foregoing sets forth City's
<br />exclusive remedy for claims arising from or out of this Agreement. The provisions of this
<br />section allocate the risks between MMC and City and MMC's pricing reflects the
<br />allocation of risk and limitation of liability specified herein.
<br />8. GENERAL PROVISIONS
<br />8.1 Personnel. At any time, City may request removal or replacement of personnel assigned
<br />by MMC and MMC shall promptly replace such personnel. The time for any deliverables
<br />required or any increase in costs shall be adjusted to reflect any adverse impact resulting
<br />from the change in personnel.
<br />8.2 Gratuities, Gifts. Conflict of Interest. MMC shall, at all times, comply with any City
<br />policies regarding gifts, gratuities, or conflicts of interest. At no time shall MMC, an
<br />employee, agent, director, or contractor offer or accept any gift or gratuity from a third
<br />party who may be subject to findings resulting from Services, to or from any City official,
<br />employee, contractor, or agent, or from any other party where such gift or gratuity could
<br />be construed as a conflict of interest. MMC, its officers, directors, employees, agents, and
<br />contractors shall avoid all conflicts of interest, financial or otherwise, or the appearance
<br />thereof, in the performance of this Agreement or the applicable Services.
<br />MMC Services Agreement Page 5
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