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<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 atto rney's fees incurred by the City in pursuing any
<br /> of its rights under this Contract.
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