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' .City hereby releases and agrees to hold Man2ger, its agents, servants and employees h�rmless firc�m <br /> and agains#�ny and atl liabitity #or {oss of or damage to the vehictes of the City during the term of this <br /> Agreement or any renewal or e�ctension thereo�. <br /> 21. Lggal Counse! <br /> Whenever tegal counsel is r�quired fqr the benefit qf th� System or oth�rwise under the indemnity <br /> provisions hereof, and such counse! is not provided by City, the Manager shatl have the right to ret2in <br /> such caunsel ar�d charge the cast thereof as�n operating expense of the System, except in the case of <br /> legal di�putes arising between City and M�nager and except for lega! counsel hired for purposes of <br /> labor relations (including grievances and arbitration). 7he City and Msnager shaN each be considered <br /> clients of such caunsel, even if the City is not named party in any resultar�t litigation, and the Manager <br /> may not assert claims or defenses through such counset if such are disapproved by tl�e City. <br /> 22. �n#ir�AQreement <br /> this Agreement contains the entiroe understanding and agreement between City and Manager with <br /> respect to ttte subject matter hereof, and no oral agreement, promise, statement or repres�nt8tion, <br /> which is not cont�ined herein, shall be binding upon City or Manager. TMe Reques#for Proposals issued <br /> by the City and Manager's proposal submitted in response to that sollcitation ar� incarporated into this <br /> agreement by reference. In #he event of can#lict befinreen any provisions of this written agreement with <br /> provisions in ths City's RFP or ManagePs response, this agreement will prevail. Alt amendments of this <br /> Agr�ment shall be in writing and signed by each af the parties hereto. <br /> 23. BindincLEffect <br /> This Agreemsnt shall be binding upon and inure to the t�nefit of the parties hereto and their tespective <br /> successc�ts�nd assigns. <br /> 24. Termination <br /> fn case of a breach of any materia! provision of this Agreement, the non-breachirig party shall give the <br /> ather party promp# written notice of such txeach, setting forth the facts of such breach in reasonabie <br /> detail. In the event the breaching party has not cured such breach within thirty (30) days (or in case of <br /> breaches which r�quire a bnger p�riod to cure, has failed to commence upon suCh cure within said <br /> perind and thereafter to diligently proceed with the sam� to camptetion), the non-breaching party shall <br /> have the right to temlin�te tt►is Agreemerrt without further notice. This Agreement also shall be <br /> terminable far cause at the option of the other party if any party is adjudicated bankrupt; is subjected to <br /> the appointrrtQnt of a receiv�:r and fails to have such receiver remaved w�thin sixty {60) days; has any <br /> 8 <br />