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appropriate by reason of the findings or results of the Performance Review to carry out the intent of the
<br />terms and conditions of this Agreement, or to modify the Contractor's Rates pursuant to Article 6. Prior to
<br />unilaterally requiring any changes in accordance with this Article, Contractor shall have the right to cure, or
<br />demonstrate the ability to cure such performance issues identified. Changes in operations necessary to
<br />insure satisfactory performance under this Agreement shall not constitute a basis for Contractor requesting
<br />a Rate adjustment
<br />B. Determination of Default. If, after the City has reviewed the results of a particular Performance
<br />Review including problem areas, frequency of occurrence, recommended improvements and compliance
<br />therewith, and has considered any evidence presented by the Contractor in connection therewith including
<br />any evidence that performance issues have or may be cured, the City determines to its satisfaction and
<br />based upon Substantial Evidence that a material Event of Default has occurred, then this Agreement may
<br />be terminated by the City at its option pursuant to Article 11 without prejudice to any other remedy to which
<br />it may be entitled to either at law, inequity, or under this Agreement by giving written notice of termination,
<br />either by mail or personal service, to the Contractor not less than thirty (30) days prior to the date upon
<br />which the termination is to become effective.
<br />ARTICLE 10. INDEMNITY, INSURANCE, BOND
<br />10.1 INDEMNIFICA71ON OF THE CITY
<br />The Contractor agrees to and shall indemnify, defend and hold harmless the City, its officers, officials,
<br />employees, volunteers, agents and assigns ("indemnitees°) from and against any and all loss, liability,
<br />penalties, forfeitures, claims, demands, actions, proceedings or suits, in law or in equity, of every kind and
<br />description, (including, but not limited to, injury to and death of any person and damage to property, or for
<br />contribution or indemnity claimed by third parties) arising or resulting from or in any way connected with: (i)
<br />the operation of the Contractor, its agents, employees, contractors, and/or subcontractors, in exercising the
<br />privileges granted to it by this Agreement; (ii) the failure of the Contractor, its agents, employees,
<br />contractors and/or subcontractors to comply in all respects with the provisions and requirements of this
<br />Agreement, applicable laws, ordinances and regulations, and/or applicable permits and licenses; and (iii)
<br />the acts of the Contractor, its officers, employees, agents, contractors and/or subcontractors in performing
<br />services under this Agreement for which strict liability is imposed bylaw. The foregoing indemnity shall
<br />apply regardless of whether such loss, liability, penalty, forfeiture, claim, demand, action, proceeding, suit,
<br />injury, death or damage is also caused in paR by any of the indemnitees' negligence.
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