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The Contractor agrees that if any part of the Services under the Agreement is subcontracted,
<br />Contractor will require the Sub-vendor(s) to carry insurance as required, and that they will require
<br />the Sub-vendor(s) to furnish to them insurance certificates similar to those required by the City in
<br />this section. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS
<br />SECTION MUST BE APPROVED IN WRITING BY THE CITY.
<br />8. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the
<br />Contractor pursuant to this Agreement and related services to this Agreement are intended and
<br />represented for the ownership of the City only. Any other use by Contractor or other parties needs
<br />to be approved in writing by the City in order to be properly authorized.
<br />9. INDEMNIFICATION AND WAIVER OF LIABILITY. To the fullest extent permitted
<br />by law, the Contractor agrees to indemnify and hold -harmless the City, its agents, representatives,
<br />officers, directors, officials and employees from any claims, liabilities, damages, losses and costs,
<br />including, but not limited to, reasonable attorney fees to the extent caused, in whole or in part, by
<br />the negligence, error or omission of the Contractor or persons employed or utilized by the
<br />Contractor in performance of Services under this Agreement.
<br />Contractor shall at all times hereafter indemnify, hold harmless and, at the City's option, defend or
<br />pay for an attorney selected by the City to defend City, its agents, representatives, officers,
<br />directors, officials and employees from and against any and all causes of action, demands, claims,
<br />losses, liabilities and expenditures of any kind, including attorney fees, court costs, and expenses,
<br />caused or alleged to be caused by the intentional or negligent act of, or omission of Contractor,
<br />including those of their employees, agents, servants, or officers, or accruing, resulting from, or
<br />directly related to the subject matter of this Agreement including, without limitation, any and all
<br />claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever
<br />resulting from injuries or damages sustained by any person or property. In the event any lawsuit or
<br />other proceeding is brought against City by reason of any such claim, cause of action or demand,
<br />Contractor shall, upon written notice from City, resist and defend such lawsuit or proceeding by
<br />counsel satisfactory to City.
<br />The provisions and obligations of this Section shall survive the expiration or earlier termination of
<br />this Agreement. To the extent considered necessary by City, any sum due Contractor under this
<br />Agreement may be retained by City until all of City's claims for indemnification pursuant to this
<br />Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to
<br />payment of interest by City. The parties agree that One Hundred Dollars ($100.00) represents
<br />specific consideration to the Contractor for the indemnification set forth in this Agreement.
<br />10. TERMINATION AND REMEDIES FOR BREACH.
<br />A. If, through any cause within reasonable control, the Contractor shall fail to fulfill in a
<br />timely manner or otherwise violate any of the covenants, agreements or stipulations
<br />material to this Agreement, the City shall have the right to terminate the Services
<br />then remaining to be performed. Prior to the exercise of its option to terminate for
<br />cause, the City shall notify the Contractor of its violation of the particular terms of
<br />the Agreement and grant Contractor ten (10) days to cure such default. If the default
<br />remains uncured after ten (10) days the City may terminate this Agreement, and the
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<br />THE GOODYEAR TIRE AND RUBBER COMPANY
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