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13. 14. 15. 16. ALL CITY MANAGEMENT SERVICES, INC. Contractor agrees to indemnify the City, its Council, Officers, employees and agents against, and will hold and save them and each of them harmless from, any and all actions, claims damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of the negligent acts or intentional tortious acts, errors, or omissions of Contractor, its agents, employees, subcontractors, or invitee, provided for herein. a) b) c) Contractor will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses including attorney's fees incurred in connection herewith. Contractor will promptly pay any judgement rendered against City, its officers, agents or employees for any such claims, damages, penalties, obligations or liabilities. In the event City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the sole negligence of Contractor hereunder, Contractor agrees to pay City, its officers, agents, or employees, any and all costs and expenses incurred by City, its officers agents or employees in such action or proceeding, including, but not limited to, reasonable attorney's fees. Either party shall have the right to cancel this Agreement by giving thirty (30) days written notice to the other. The Contractor shall not have the right to assign this Contract to any other person or firm except with the consent of the City. The City agrees to pay the Contractor for the services rendered pursuant to this Agreement the sum of Nine Dollars and Fifty-Nine Cents ($9.59) per hour of guard services provided. It is understood and agreed that the cost for providing eleven thousand, one hundred and seventy-two (11,172) hours services shall not exceed One Hundred and Seven Thousand, One Hundred and Thirty-Nine Dollars ($107,139.00).