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<br />6. INDEMNIFICA TION. LOGISTICARE hereby covenants and agrees to defend,
<br />indemnify and hold harmless the CITY, its affiliates and their directors, officers, employees,
<br />volunteers, and agents from and against any and all claims, losses, suits, damages, fines,
<br />penalties, liabilities, actions, causes of action, costs and expenses including, but not limited to,
<br />reasonable attorneys' fees, at all pre-trial, trial and appellate levels, resulting from, arising out of
<br />or related to LOGISTICARE's and/or any Subcontractor's provision of Transportation Services,
<br />or any claimed act or omission by LOGISTICARE or any of its directors, officers, employees or
<br />agents including without limitation all Subcontractors pertaining to its actions under this
<br />Agreement. The CITY hereby covenants and agrees to defend, indemnify and hold harmless
<br />LOGISTICARE, its affiliates and their directors, officers, employees, volunteers, and agents
<br />from and against any and all claims, losses, suits, damages, fines, penalties, liabilities, actions,
<br />causes of action, costs and expenses including, but not limited to, reasonable attorneys' fees, at
<br />all pre-trial, trial and appellate levels, resulting from, arising out of or related to any claimed act
<br />or omission by the CITY or any of its directors, officers, employees or agents pel1aining to its
<br />actions under this Agreement.
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<br />7. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF LOGISTICARE.
<br />
<br />7.0 I LOGISTICARE hereby represents, warrants and covenants during the Term of this
<br />Agreement as follows:
<br />(a) LOGISTICARE is duly organized under the laws of the State of Delaware, is
<br />validly existing and in good standing under the laws of the State of Florida and
<br />has all requisite power to conduct its business as presently conducted.
<br />
<br />(b) LOGISTICARE's execution, delivery, and performance of this Agreement has
<br />been duly authorized by all requisite corporate action. This Agrcement has been
<br />duly executed and delivered by it and constitutes a valid and binding obligation
<br />enforceable against it in accordance with its terms.
<br />
<br />(c) LOGISTICARE and each driver providing Transportation Services pursuant to this
<br />Agreement possess, and at all times during the Term of this Agrcement shall
<br />maintain in effect, all approvals, authorizations, licenses, permits, franchises,
<br />registrations, and operating authority required by state and federal law to perform
<br />the Transportation Services contemplated hereunder.
<br />
<br />(d) LOGISTICARE and each driver providing Transpol1ation Services hereunder are
<br />fully competent and able to perform their respective obligations under this
<br />Agreement.
<br />
<br />(e) LOGISTICARE warrants and represents that all vehicles used for transporting
<br />Employees shall be clean, safe and maintained in good working condition, and that
<br />all Designated Vehicles are properly licensed and insured.
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<br />SIB
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