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<br />5. TERMINA TION.
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<br />5.01 Notwithstanding anything contained in this Agreement to the contrary, this Agreement
<br />may be terminated by either party, without cause, at any time, provided that written notice
<br />of the intent to terminate is given to the other party at least sixty (60) days prior to
<br />termination.
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<br />5.02 Either party may cancel and terminate this Agreement if the other party breaches the
<br />terms of this Agreement and fails to cure such breach within fifteen (15) days after
<br />receiving written notice of such breach from the non-breaching party.
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<br />6. INDEMNIFICATION. AMC hereby covenants and agrees to defend, indemnifY and
<br />hold harmless the CITY, its affiliates and their directors, officers, employees, volunteers, and
<br />agents from and against any and all claims, losses, suits, damages, fines, penalties, liabilities,
<br />actions, causes of action, costs and expenses including, but not limited to, reasonable attorneys'
<br />fees, at all pre-trial, trial and appellate levels, resulting from, arising out of or related to AMC
<br />and/or any Sub-Contractors provision of Transportation Services, or any claimed act or omission
<br />by AMC or any of its directors, officers, employees or agents including without limitation all Sub-
<br />Contractors pertaining to its actions under this Agreement.
<br />
<br />The CITY hereby covenants and agrees to defend, indemnifY and hold harmless AMC, its
<br />affiliates and their directors, officers, employees, volunteers, and agents from and against any and
<br />all claims, losses, suits, damages, fines, penalties, liabilities, actions, causes of action, costs and
<br />expenses including, but not limited to, reasonable attorneys' fees, at all pre-trial, trial and
<br />appellate levels, resulting from, arising out of or related to any claimed act or omission by the
<br />CITY or any of its directors, officers, employees or agents pertaining to its actions under this
<br />Agreement.
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<br />7. REPRESENTATIONS. WARRANTIES. AND COVENANTS OF AMC MEDICAL
<br />TRANSPORTA TION.
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<br />7.01 AMC hereby represents, warrants and covenants during the Term of this Agreement as
<br />follows:
<br />(a) AMC is validly existing and in good standing under the laws of the State of Florida
<br />and has all requisite power to conduct its business as presently conducted.
<br />
<br />(b) AMC's execution, delivery, and performance of this Agreement has been duly
<br />authorized by all requisite corporate action. This Agreement has been duly executed
<br />and delivered by it and constitutes a valid and binding obligation enforceable against
<br />it in accordance with its terms.
<br />
<br />(c) AMC and each driver providing Transportation Services pursuant to this
<br />Agreement possess, and at all times during the Term of this Agreement 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 Services6contemplated hereunder.
<br />
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<br />C0809-044 AGREEMENT WITH AMc MEDICAL TRANSPORT AnON
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