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Porterhouse | City of Pleasanton, California | Professional Services Agreement | Page 12 <br />through the effective date of such termination. The City shall not use this Section to obtain <br />substantially similar services from another provider for the de-funded period. <br />Section 12: Limitations of Liability <br />12.1 General Cap. Except for Uncapped Claims and claims under Section 12.2, each Party's <br />total liability arising out of the Agreement shall not exceed the General Cap. <br />12.2 Enhanced Cap. For breaches of Section 8 or Section 14, the breaching Party's total liability <br />shall not exceed the Enhanced Cap, which applies in place of (not in addition to) the General <br />Cap for those claims. <br />12.3 Waiver of Consequential Damages. Except for Uncapped Claims, neither Party is liable <br />for indirect, special, incidental, reliance, or consequential damages, including lost profits and <br />business interruption, even if advised of their possibility. <br />12.4 Exceptions. Sections 12.1 through 12.3 do not apply to Uncapped Claims. <br />12.5 Application. This Section 12 applies regardless of the form of Action and survives failure <br />of an exclusive remedy's essential purpose. <br />Section 13: Indemnification <br />13.1 Porterhouse Indemnity. Porterhouse shall defend, indemnify, and hold harmless the City <br />and its officials, officers, employees, volunteers, and agents from and against any third-party <br />Action, and shall pay resulting judgments, settlements, costs, and reasonable attorney fees, <br />to the extent arising from (a) Porterhouse's breach of Section 8; (b) an allegation that the <br />Services or a Deliverable infringes or misappropriates a third party's intellectual property <br />rights; or (c) bodily injury, death, or damage to tangible property caused by the negligence or <br />willful misconduct of Porterhouse or its personnel or Subcontractors. <br />13.2 City Responsibility. To the extent permitted by California law and without waiving any <br />immunity available to it, the City is responsible for third-party Actions alleging that City <br />Materials, when used by Porterhouse as authorized under the Agreement, infringe or <br />misappropriate a third party's intellectual property rights. <br />13.3 Procedures. The indemnified Party shall give prompt written notice of a claim (delay <br />reduces the indemnifying Party's obligation only to the extent it is prejudiced), shall permit the <br />indemnifying Party to control the defense, and shall reasonably cooperate at the <br />indemnifying Party's expense. No settlement requiring an admission of fault by the <br />indemnified Party may be made without its approval. The indemnified Party may participate <br />in the defense with its own counsel at its own expense. <br />Docusign Envelope ID: 0FE3D53F-485C-88F0-83B1-0E900318BA33