Cc. Hold Harmless
The RECIPJENT shall hold harmless, defend and indemnify the CITY from any and all
claims, actions, suits, charges and judgments whatsoever that arise out of the RECIPIENT's
performance or nonperformance of the services or subject matter called for in this
Agreement.
The RECIPIENT is not, by virtue of this Agreement, authorized to incur any indebtedness
or liability on the part of, or to pledge the credit of the CITY, or to bind the CITY in any
manner, beyond those obligations incurred by work done under this Agreement in a timely
and proper manner.
D. Amendments
The CITY or RECIPIENT may amend this Agreement provided that such amendments
make specific reference to this Agreement, and are executed in writing, signed by a duly
authorized representative of both organizations, and, if required, approved by the CITY's
governing body. Such amendments shall not invalidate this Agreement, nor relieve or
release the CITY or RECIPIENT from its obligations under this Agreement.
The CITY may, in its discretion, amend this Agreement to conform with Federal, state or
local governmental guidelines, policies and available funding amounts, or for other
reasons. If such amendments result in a change in the funding, the scope of services, or
schedule of the activities to be undertaken as part of this Agreement, such modifications
will be incorporated only by written amendment signed by both CITY and RECIPIENT.
E. Suspension or Termination
This Agreement may be terminated in whole or in part, as follows:
1. By the City, if the RECIPIENT fails to comply with the terms and conditions
herein;
2. By the City for cause;
3. By the City with the consent of the RECIPIENT, in which case the two parties
must agree upon the termination conditions, including the effective date and, in the
case of partial termination, the portion to be terminated; or
4. By the RECIPIENT upon sending the City written notification setting forth the
reasons for such termination, the effective date, and, in the case of partial
termination, the portion to be terminated. However, if the City determines in the
case of partial termination that the reduced or modified portion of the Agreement
will not accomplish the purposes for which the Agreement was made, the City may
terminate the Agreement in its entirety.
