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<br />lWS Renewal Maintenance A!"ent <br />10/5/2001 <br /> <br />4.3 <br /> <br />4.4 <br /> <br />4.5 <br /> <br />4.6 <br /> <br />. <br /> <br />under this Agreement for the specific year that is related to the event which gave <br />rise to the liability. <br /> <br />Hold harmless: IWS will indemnify, defend and hold harmless the CITY, its <br />officers, agents, employees or representatives from all liability for any loss, <br />damage, or injury to persons or property arising from or related to the <br />performance of this Agreement, including without limitation all consequential <br />damages and attorney's fees, resulting from IWS's gross negligence or its <br />wrongful or reckless performance hereunder. <br /> <br />The CITY will indemnify, defend and hold harmless IWS, its officers, agents, <br />employees or representatives from all liability for any loss, damage, or injury to <br />persons or property arising from or related to the performance of this Agreement, <br />including without limitation all consequential damages and attorney's fees, <br />resulting from CITY's gross negligence or its wrongful or reckless performance <br />hereunder. <br /> <br />Independent Contractor: This Agreement is for the professional services of IWS <br />and its representatives and is non-assignable by IWS without the prior written <br />consent of the CITY. In performing these professional services, IWS is an <br />independent Contractor and is not acting as an agent or employee of the CITY. <br /> <br />Tennination: Prior to the expiration of this Agreement, this Agreement may be <br />terminated for the convenience of both parties by mutual consent. Either party <br />may terminate this Agreement upon a breach by the other party which is not cured <br />in a timely manner as follows: In the event of any material breach of this <br />Agreement by either party, the aggrieved party must give written notice thereof, <br />including a reasonably detailed statement of the nature of such breach, to the <br />breaching party. The breaching party has thirty (30) days to cure such breach. In <br />the case of a breach that cannot reasonably be cured within 30 days, the breaching <br />party will provide a written estimate of the time needed to cure such breach, will <br />commence to cure such breach within thirty (30) days of notice from the <br />aggrieved party, and will diligently continue to cure such breach to completion. If <br />the breaching party fails to cure, to commence cure, or diligently prosecute such <br />cure to completion, the aggrieved party shall be entitled to suspend its <br />performance under this Agreement for as long as the breach remains uncorrected, <br />and avail itself the remedies provided by this Agreement. Failure of CITY to <br />pay, when due, all fees payable, including annual or Extra Services fees, will be <br />cause for IWS to immediately suspend the performance of any of IWS's duties as <br />described herein. <br /> <br />Disputes: Binding Arbitration: <br /> <br />(a) <br /> <br />Disputes: In the event that any dispute or controversy arises between IWS <br />and CITY, IWS and CITY agree to first attempt to resolve the matter <br />through discussions directly between themselves. <br /> <br />Page 8 <br /> <br />veT 02-29-01 <br />