8.
10.
Indemnification.
EACH PARTY ("INDEMNIFYING PARTY") SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS THE OTHER ("INDEMNIFIED PARTY"), ITS AGENTS, SERVANTS,
EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS, SUBSIDIARIES AND ASSIGNS
FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LOSSES, DAMAGES,
LIABILITIES AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE
ATTORNEYS' FEES AND COURT COSTS) ARISING AS A RESULT OF ANY
NEGLIGENCE, ILLEGALITY OR WRONGDOING OF ANY KIND RELATED TO
SERVICES PROVIDED ALLEGED OR ACTUAL ON THE PART OF THE
INDEMNIFYING PARTY PROVIDED SUCH CLAIMS, LOSSES, DAMAGES AND
LIABILITIES WERE NOT CAUSED IN WHOLE ORINPART, DIRECTLY OR
INDIRECTLY, BY ANY ACT OR OMISSION OF THE INDEMNIFIED PARTY. IN
ADDITION, THE INDEMNIFIED PARTY MUST PROMPTLY NOTIFY THE
INDEMNIFYING PARTY IN WRITING OF ANY SUCH CLAIM AND THE
INDEMNIFYING PARTY IS PERMITTED TO CONTROL FULLY THE DEFENSE AND
ANY SETTLEMENT OF SUCH CLAIM AS LONG AS SUCH DEFENSE OR SETTLEMENT
SHALL NOT INCLUDE AN ADMISSION OF GUILT BY OR FINANCIAL OBLIGATION
ON THE INDEMNIFIED PARTY. THE PROVISIONS OF THIS SECTION SHALL SURVIVE
ANY TERMINATION, EXPIRATION, OR CANCELLATION OF THIS AGREEMENT.
. Severability.
Should any part of this Agreement for any reason be declared invalid, such decision shall
not affect the validity of any remaining provisions, which remaining provisions shall
remain in full force and effect as if this Agreement had been executed with the invalid
portion thereof eliminated, and it is hereby declared the intention of the parties that they
would have executed the remaining portion of this Agreement without including any such
part, parts, or portions which may, for any reason, be hereafter declared invalid. Any
provision shall nevertheless remain in full force and effect in all other circumstances.
Insurances.
Both parties specifically agree to maintain adequate insurance coverage for the services
in this Agreement.
a) At all times during performance of the Services, Hart Halsey LLC d/b/a Extra
Duty Solutions (“Company”) shall secure and maintain in effect insurance to
protect the City and the Company from and against all claims, damages,
losses, and expenses arising out of or resulting from the Company’s
performance of the Services under this Contract. Company shall provide and
maintain in force imsurance in limits no less than that stated below, as
applicable.
b) Commercial Liability Insurance. Before this Contract is fully executed by the
parties, Company shall provide the City with a certificate of insurance as
proof of commercial liability insurance with a minimum liability limit of Two
