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Contractor shall -.maintain electronic and*. -copies onfile of any such <br />instmMents o£service involved -in the. Services, shall make them available for. the y <br />City's:use and shall provide such copies to the City upon request. <br />X. Indemnification. <br />The Contractor shall defend, indemnify and bold harmlessfihe City and each of its <br />officers, contradois; employees, agents and consultants, from and agaitisi any and all, <br />claims, demands, losses, liabilities, actions; lawsuits, damages, and expenses, <br />including reasonable: legal expenses and attorneys' fees, arising. directly. Or. indirectly, <br />in whole or in part,.: out.o€ the errors .or omissions. -negligence, willful misconduct; or <br />any criminal or tortious act or omission of the Contractor in eQnnection with this <br />Agreement-and/.or the Contractor's performance of:the Services or work -pursuant to <br />this Agreement. The Contractor is not obligated.to indemnify the City for;the.City's <br />own negligence. This indemnification obligation will: not be limited in any way by <br />any limitation on the amount or types of damages; compensation or benefits payable <br />by or for the Contractor under-wark..ees compensation acts, disability acts. or other <br />employee benefit acts, <br />XI. Ass4zninent. <br />Contractor shall not assign this.Agreement.or-parts thereof. Any attempted. <br />assignment, delegation or subcoritiwting of th s.Agreement'in,whole. or 1n part witb <br />respect to shall be* null and void.and of no effect -whatsoever. <br />XII:. Default• <br />If either Party fails to perform in accordance with*theterms, covenants and conditions. <br />of this Agreement, or is otherwise in default of any.of the terms of this Agreement, <br />-the nor defaulting. party shall. deliver written.nWce to. the defaulting party of the <br />default, at flee address specif ed in Section. -below; aril the defaulting party Mill <br />have 15*days from and after receipt of -the notice to eure the default; if the default is. <br />not of a type. which can be cured within such 15 da period .and.the defaulting party <br />gives. written notice to the non -defaulting party wit such 15--day period that.it is <br />actively and -diligently pursuing a cure, the defaulting party wilthaye a reasonable <br />period of time. given the nature of the default following the end of the 15-day period <br />to cure the. default, provided that the defaulting party is at all times within the <br />additional time period actively and. diligently pursuing the -cure. if any default under <br />this Agreement is not cured as. described above, the non -defaulting party will, in <br />additional to, any other legal or equitable remedy, have the right to terminate this. <br />Agreement and enforcer defaulting party's obligations pursuantto this. Agreement <br />by an action for injunction or -spec <br />ific.; performance. <br />ME Notices. <br />Any notice or commuriication*required.under this: Agreement must be in writing; and <br />may be .given personally,: sent. via recognized overnight carrier service,. or by <br />registered. or certified mail; return receipt requested. If given by registered or certified <br />mail, the same will be deemed to have been. given and received on the first to occur of <br />(i) actual receipt by any.of the addressees. designated balow.as th0party to whom r <br />4 <br />