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provisions of this Contract.
<br />SECTION 12. INDEMNIFICATION
<br />The Contractor shall indemnify and hold harmless the City and its officers, agents and employees
<br />from and against all claims, damages, losses or expenses, including attorney fees, for which it may
<br />be held liable, arising out of or resulting from the assertion against them of any claims, debts or
<br />obligations in consequence of the performance of this Contract by the Contractor, its employees,
<br />agents or subcontractors. Notwithstanding anything contained herein to the contrary, the Contractor
<br />shall have no obligation to indemnify the City, or any of the City's subsidiaries, affiliates, or related
<br />companies, or any of their respective employees, agents, representatives, officers, managers,
<br />contractors, or subcontractors, or any other party, to the extent any claims, suits, actions, losses,
<br />damages, liabilities, costs or expenses arise out of: (i) the negligence or willful misconduct of the
<br />City, or any of the City's officials, employees, agents, representatives, officers, managers,
<br />contractors, or subcontractors, or any other party, (ii) the City's breach of any of the terms,
<br />conditions, representations, or warranties contained in this Contract, or (iii) the violation of any
<br />law, rule, regulation, ordinance, order, permit, or license by the City, or any of the City's officials,
<br />employees, agents, representatives, officers, managers, contractors, or subcontractors, or any other
<br />party.
<br />Nothing in this Contract shall be construed to create an employer/employee, partnership, joint
<br />venture, license or agency relationship between the parties hereto and neither party shall have the
<br />right or authority to bind the other in any manner. For purposes of this Contract, Contractor shall
<br />be deemed an "independent contractor" as defined by law. Contractor's employees shall not be
<br />entitled to any employment benefits given to City employees.
<br />SECTION 13. TERMINATION
<br />If during the Term of this Contract either party shall be in breach of any provision of this Contract,
<br />the other party may suspend its performance hereunder until such breach has been cured or
<br />terminate this Contract; provided, however, that no termination of this Contract shall be effective
<br />until the complaining party has given written notice of such breach to the breaching party and the
<br />breaching party has failed to cure such breach within ten (10) days after its receipt of such notice.
<br />Upon any such failure to cure, the complaining party may terminate this Contract by giving the
<br />breaching party written notice of such termination, which shall become effective upon receipt of
<br />such notice.
<br />SECTION 14. PENALTIES AND DAMAGES
<br />A. Failure by the Contractor to perform under this Contract, may result in its termination and/or
<br />claims by the City for damages.
<br />B. In the event of breach of this Contract by the Contractor, or proven negligence by the
<br />Contractor, the Contractor agrees to pay, in addition to the actual damages sustained by the
<br />City as a result thereof, the reasonable attorney's fees incurred by the City in pursuing any
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