10. Indemnification. To the fullest extent permitted by law, Seller shall
indemnify, protect, defend, and hold harmless City, its officers, officials, agents,
employees and volunteers from and against any and all claims, damages, demands,
liability, costs, losses and expenses, including without limitation, court costs and
reasonable attorneys' and expert witness fees resulting from, or related to, this Contract,
and/or arising out of any failure to comply with applicable law, any injury to or death of
any person(s), damage to property, loss of use of property, economic loss or otherwise
arising out of the performance of the work described herein, except where such loss or
damage was caused by the sole negligence, or willful misconduct of the City. The
provisions of this section shall survive the completion, termination or suspension of this
Contract.
City shall promptly notify Seller of any claim and reasonably cooperate, assist and
provide appropriate information (at Sellers's expense) for the defense of the action. Seller
shall pay all damages and costs awarded therein against City but shall not be responsible
for any compromise made without Seller's consent, which consent shall not be
unreasonably withheld.
11. Warranties. In addition to any warranties provided for under the Contract
Documents, Seller warrants that the Low Floor Cutaway Vans , including any component
or replacement parts, furnished, manufactured or provided by Seller will be free from
defects in material and workmanship for a period of one hundred and eighty (180) days
from date of acceptance of the Low Floor Cutaway Vans by City. Any additional
warranties provided by law, including, but not limited to, the warranty of merchantability
and warranty of fitness for a particular purpose shall remain in full force and effect and
inure to the benefit of City. City reserves all rights and remedies provided by law for
breach of any applicable warranty related to the Low Floor Cutaway Vans.12.
Insurance. Seller shall provide insurance coverage pursuant to Exhibit B attached hereto,
and provide proof of insurance to City's satisfaction.
13. Remedies. In the event of a material breach of the Contract Documents by
Seller, City may avail itself of any other right and remedies available at law or in equity.
Nothing herein shall limit City's rights to seek any available remedy including, but not
limited to, damages and/or equitable relief, in a court of competent jurisdiction.
Notwithstanding any provisions of this Contract, Seller shall not be relieved of
liability to City for damages sustained by City by virtue of any breach of this Contract by
Seller, and City may withhold any payments due to Seller until such time as the exact
amount of damages, if any, due City from Seller is determined. In the event of termination,
Seller shall be compensated as provided for in this Contract.
14. Compliance with Laws & Federal Changes. Seller shail comply with all
applicable laws, ordinances, codes, rules, regulations, programs, plans, and orders in the
performance of the Contract Documents. Without limiting the foregoing, Seller shall
comply with all applicable FTA regulations, policies, procedures and directives, including
without limitation those listed directly or by reference in the Master Agreement between
the City and FTA, as they may be amended or promulgated from time to time during the
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