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<br />b. City agrees to pay and AON agrees to accept, as full payment for the purchase of the <br />CMS Module, a one-time fee of $15,000. Annual maintenance and support for the CMS <br />Module shall not exceed $5,625.00 during the 2009-10 Agreement term. It is hereby agreed <br />that the renewal rate for maintenance of the CMS module shall either be the same as the <br />current year's rate or at an increase not to exceed the Consumer Price Index (CPI) Los <br />Angeles- Riverside - Orange County area. <br /> <br />c. Consulting services, including consulting, custom setup and configuration and <br />installation of new upgrades or updates, shall be billed on a time and materials basis at an <br />hourly rate as set forth in Exhibit B-1, attached hereto and incorporated by this reference. <br /> <br />d. Total fees and charges for all services provided pursuant to this Agreement shall not <br />exceed $60,000.00, during the first one-year extension of said Agreement. If the City <br />exercises its option to renew, total fees and charges during the additional one-year extensions <br />shall not exceed $45,000.00, as set forth in Exhibit B-1." <br /> <br />4. Section 12 shall be added to read in full as follows: <br /> <br />"12. INDEMNITY FOR CMS MODULE <br /> <br />Licensee will indemnify, defend, and hold Licensor, its individual directors, officers, <br />employees and agents, harmless from and against any claims, actions, proceedings or liability <br />of any kind, or any penalties, fines, charges, or expenses of any kind ("Losses"), arising out <br />of Licensee's reliance on the CMS Module or on results obtained through the use of the CMS <br />Module, unless such Losses are as a direct result of the gross negligence or willful <br />misconduct of Licensor or as a direct result of the failure of the CMS Module to operate as <br />detailed in the specifications for the CMS Module. Notwithstanding the foregoing, in no <br />event will Licensor's liability to Licensee or any third party for regulatory fines or penalties <br />of any kind, arising from the failure of the CMS Module to operate as detailed in the CMS <br />specifications, exceed the annual maintenance fee for said CMS Module per contract year; <br />provided, however, that such cap on regulatory fines and penalties shall not apply to any <br />liability arising out of the gross negligence or willful misconduct of Licensor. " <br /> <br />5. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and <br />in full force and effect. <br /> <br />III <br /> <br />III <br /> <br />//I <br />