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<br /> 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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