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11.3 Correction of Errors
<br /> TC Technology shall use reasonable diligence in correcting errors when reported to TC
<br /> Technology. An "error" is any failure of any portion of the Software: (i) to conform in a
<br /> material respect to published documentation for the program or a process, function, command,
<br /> routine, subroutine, call, etc., (ii)that results in a failure to correctly process such command,
<br /> routine,etc.,which results in erroneous data, or(iii)that results in an abnormal termination of the
<br /> program,routine, command, etc. However, any nonconformity resulting from City's misuse or
<br /> improper use of the program shall not be considered an error.
<br /> 12 TERMINATION
<br /> 12.1 Breach
<br /> If either party shall fail to fulfill one or more of its material obligations under this Agreement,the
<br /> other party may, upon its election and in addition to any other remedies that it may have, at any
<br /> time terminate all the rights granted by it hereunder by not less than one (1)month's written
<br /> notice specifying any such breach,unless within the period of such notice all breaches specified
<br /> therein shall have been remedied.
<br /> 12.2 No Breach
<br /> City reserves the right to terminate this Agreement at any time by sending written notice
<br /> ("Notice")of termination to TC Technology. The Notice shall specify a termination date
<br /> ("Termination Date")at least fourteen(14) days after the date the Notice is issued. The Notice
<br /> shall be effective ("Notice Date") upon the earlier of either actual receipt by TC Technology
<br /> (whether by fax,mail, delivery or other method reasonably calculated to be received by TC
<br /> Technology in a reasonably prompt manner) or three calendar days after issuance of the Notice.
<br /> Upon the Notice Date,TC Technology shall immediately commence to end work in a reasonable
<br /> and orderly manner. Unless terminated for TC Technology's material breach, the TC Technology
<br /> shall be paid or reimbursed for: (a) all pay points completed up to the Notice Date, less all
<br /> payments previously made; and (b) a reasonable amount for work after the Notice Date,but prior
<br /> to the Termination Date,that was reasonably necessary to terminate the Work in an orderly
<br /> manner. The Notice shall be sent by the United States Mail to TC Technology's address provided
<br /> herein,postage prepaid, certified or registered mail,return receipt requested, or by delivery. In
<br /> addition,the Notice may also be sent by any other method reasonably believed to provide TC
<br /> Technology actual notice in a timely manner, such as fax. The City does not by this section
<br /> waive,release, or forego any legal remedy for any violation,breach, or non-performance of any
<br /> of the provision of this Agreement.
<br /> 13 INDEMNIFICATION
<br /> Except as otherwise provided in this paragraph, TC Technology hereby agrees to defend and
<br /> indemnify the City from any and all Claims arising out of, in connection with,or incident to any
<br /> acts, errors,omissions, or conduct by TC Technology (or it's employees, agents,representatives,
<br /> independent contractors,or consultants) relating to this Agreement. TC Technology is obligated
<br /> to defend and indemnify the City pursuant to this paragraph whether a Claim is asserted directly
<br /> against the City, or whether it is asserted indirectly against the City, e.g., a Claim is asserted
<br /> against someone else who then seeks contribution or indemnity from the City. TC Technology's
<br /> duty to defend and indemnify pursuant to this paragraph is not in any way limited to, or by the
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