25H - AGMT VACANT PROPERTY SECURITY DOORS

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8.1 Expiration (at the end of the agreed Service Period) or termination of a Contract shall not affect any rights/remedies or Claims which have already accrued, shall not affect any other Contract, shall not entitle the City to a refund of the Initial Fee and shall not affect any rights/obligations which expressly or by Implication are intended to survive expiration/ termination. 8.2 The obligation to provide the Equipment/Services shall cease with effect from expiration / termination of any Contract related thereto and VPS shall take all reasonable steps to remove/recover such Equipment. 9. FINANCING STATEMENTS 9.1 UPS Is hereby authorized to file financing statements in accordance with the Uniform Commercial Code as adopted in any applicable jurisdiction from time to time. By Its signature hereto, the City hereby authorizes VPS to file one or more financing continuation or amendment statements, in connection with any financing statement described in the foregoing sentence and pursuant to the Uniform Commercial Code, in form and substance satisfactory to VPS. All charges, expenses and fees VPS may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to the City as additional Charges and shall become Immediately due and payable and shall be paid immediately to VPS but in no Instance later than 30 days of VPS Incurring such charges, expenses or fees. 10. LIMITATION OF LIABILITY 10.1. THE CITY ACCEPTS FULL AND COMPLETE RESPONSIBILITY FOR ALL INJURIES TO PERSONS AND PROPERTY ARISING OUT OF OR IN ANYWAY RELATING TO THE EQUIPMENT FROM THE TIME THE CITY TAKES POSSESSION THEREOF UNTIL THE EQUIPMENT IS RETURNED TO AND ACCEPTED BY VPS, EXCEPT TO THE EXTENTTHAT SUCH INJURIES RESULT FROM THE ACTIVE NEGLIGENCE, RECKLESSNESS, OR WILFUL MISCONDUCT OF VPS. 10.2 THE CITY ALSO AGREES TO INDEMNIFY AND SAVE VP5 AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, PROCEEDINGS, COSTS, EXPENSES, DAMAGES AND LIABILITY OF ANY AND EVERY NATURE WHATSOEVER (INCLUDING REASONABLE ATTORNEYS' FEES) (COLLECTIVELY, "LOSSES") ARISING DIRECTLY OR INDIRECTLY FROM OR IN ANY WAY RELATING TO; (A) THE EQUIPMENT FROM THE TIME THE CITY TAKES POSSESSION THEREOF UNTIL THE EQUIPMENT IS RETURNED TO AND ACCEPTED BY VPS; (B) THE CITY'S FAILURETO COMPLY WITH ANY OF ITS OBLIGATIONS UNDER THIS CONTRACT INCLUDING THOSE TRAINING AND OTHER OBLIGATIONS STATED IN PARAGRAPHS 2 AND 3 OF THIS CONTRACT, OR (C) THE CITY'S NONCOMPLIANCE WITH ANY LAW, REGULATION OR SAFETY ORDER, EXCEPT, IN EACH SUCH CASE, TO THE EXTENTTHAT SUCH LOSSES RESULT FROM THE NEGLIGENCE, RECKLESSNESS, OR WRONGFUL PERFORMANCE OR CONDUCT OF VPS. 10.3 IN ADDITION, THE CRY SHALL, AT ITS OWN COST AND EXPENSE, DEFEND VPS AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES AGAINST ALL SUITS OR PROCEEDINGS COMMENCED BY ANYONE IN WHICH ANY OF SUCH PERSONS OR ENTITIES IS A NAMED PARTY TO THE EXTENT SUCH SUITS OR PROCEEDINGS RELATE TO MATTERS REGARDING WHICH SUCH 25H-12