Res 2017-125/approving an Interlocal Contract between the City of San Marcos and the State of Texas, acting by and through the Texas Department of Information Resources (“DIR”), to purchase a Meter Data Management System, to provide detailed analysis of

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15. INDEMNIFICATION PROCEDURES. a. Notice of Claims. If CLIENT, or VENDOR receives notice of any claim or circumstances, which could give rise to an indemnified loss, the receiving party shall give written notice to the other parties within 10 days. The notice must include the following: i. a description of the indemnification event in reasonable detail, and ii. the basis on which indemnification may be due, and iii. the anticipated amount of the indemnified loss. This notice does not stop or prevent CLIENT from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. If CLIENT do not provide this notice within the 10 day period, it does not waive any right to indemnification except to the extent that VENDOR is prejudiced, suffers loss, or incurs expense because of the delay. If VENDOR does not provide this notice within the 10-day period, it does not waive any right to indemnification except to the extent that CLIENT is prejudiced, suffers loss or incurs expenses because of the delay. b. Defense of Claims. i. Assumption of Defense. VENDOR may assume the defense of the claim at its own expense. If VENDOR assumes the defense of the claim, VENDOR shall then control the defense and any negotiations to settle the claim. VENDOR shall notify CLIENT of any and all offers to settle the claim. ii. Continued Participation. If VENDOR elects to defend the claim, CLIENT may retain separate counsel to participate in (but not control) the defense and to participate in (but not control) any settlement negotiations. VENDOR may settle the claim without the consent or agreement of the CLIENT, unless it (1) would result in injunctive relief or other equitable remedies or otherwise require CLIENT to comply with restrictions or limitations that adversely affect CLIENT, (2) would require CLIENT to pay amounts that VENDOR does not fund in full, or(3) would not result in CLIENT's full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement. 16. Insurance. a. VENDOR shall maintain in effect certain insurance coverage, which is described as follows: 1RIESPRO Master Service Agreement Page 11