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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 MAY BE, MAY ELECTTO DEFEND ANY
<br />SUCH ACTION ON ITS OR THEIR OWN BEHALF, AND THE CITY AGREES THAT ITSHALL 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 RISK, LIABILITIES, AND OBLIGATIONS BY THE CITYARISING
<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 />INDIRECT).
<br />10.5 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 orwrongfui 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 furtheragrees,'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 forthe defense of the non -offending party, Including fees and costs for
<br />Special Counsel to be selected bythe City, regarding any action by a third party asserting that personal
<br />Injury, damages, Just compensation, restltution,Judicial or equitable relief due to personal or property
<br />rights arises by reason of the terms of, or effects arisingfrom 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.
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