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PERSONS OR ENTITIES WOULD BE ENTITLED TO INDEMNIFICATION HEREUNDER. THE CITY SHALL BE
<br />LIABLE AND RESPONSIBLE FOR ALL COSTS, EXPENSES, AND ATTORNEYS' FEES INCURRED IN SUCH
<br />DEFENSE AND/OR SETTLEMENT, JUDGMENT, OR OTHER RESOLUTION. VPS OR ITS AFFILIATES, OR THEIR
<br />RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES, AS THE CASE MAYBE, MAY ELECT TO DEFEND ANY
<br />SUCH ACTION ON ITS OR THEIR OWN BEHALF, AND THE CITY AGREES THAT IT SHALL BE LIABLE FOR ALL
<br />COSTS, EXPENSES, AND ATTORNEYS' FEES INCURRED BY SUCH PERSON OR ENTITY IN SUCH DEFENSE.
<br />THE INDEMNITIES AND ASSUMPTIONS OF RISI(, LIABILITIES, AND OBLIGATIONS BY THE CITY ARISING
<br />UNDER THIS CONTRACT SHALL CONTINUE IN EFFECT AFTER THE RETURN OF THE EQUIPMENT TO VPS
<br />AND THE PAYMENT OF THE FULL RENTAL PRICE.
<br />10.4 THE PROVISIONS OF THIS SECTION 10 SHALL APPLY TO AND BENEFIT VPS AND ITS AGENTS,
<br />EMPLOYEES, CONTRACTORS, SUBSIDIARIES, DEALERS, AFFILIATES, PARENTS (BOTH DIRECT AND
<br />INDIRECr).
<br />SO.S The parties agree to and shall Indemnify and hold harmless the non -offending party, Its officers,
<br />agents, employees, and representatives from liability for personal Injury, damages, restitution, judicial
<br />or equitable relief to the extent caused by the offending party's (or any contractors, subcontractors,
<br />agents, or persons acting on their behalf) recklessness, negligence orwrongful performance or conduct
<br />related to this Agreement. This indemnity and hold harmless agreement applies to all claims for
<br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to In this Section or by reason of the terms of, or effects,
<br />arising from this Agreement. The offending party further agrees with respect to liability cause by them
<br />(or any contractors, subcontractors, agents, or persons acting on their behalf), to indemnify, hold
<br />harmless, and pay all costs for the defense of the non -offending party, Including fees and costs for
<br />special counsel to be selected by the City, regarding any action by a third party asserting -that personal
<br />Injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property
<br />rights arises by reason of the terms of, or effects arising from this Agreement. The non -offending party
<br />may make all reasonable decisions with respect to Its representation In any legal proceeding.
<br />11. NOTICES
<br />11.1 Notices may be delivered by hand, overnight courier, email or facsimile to the intended Party at
<br />Its address set out in the Order Form or as modified by proper notice.
<br />12. MISCELLANEOUS
<br />12.1 Words In the singular Includes the plural and vice versa. References to gender include all genders;
<br />persons Include natural persons and entities; statutes Include re-enactments, replacements and
<br />modifications; sections are to the sections of these Terms. Headings are for convenience only and do
<br />not affect Interpretation
<br />12.2 Third Parties: the Parties are the only parties to a Contract and (unless expressly
<br />stated/permitted under these Terms) they do not Intend to create any incidental third party
<br />rights/beneficiaries or give any person who is not a Party any right to enforce a Contract.
<br />25H-13
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