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appropriately experienced legal counsel reasonably acceptable to the District, but selected and retained
<br />by the Partner, at no cost to the District or any of the District Representatives.
<br />Section 5.2 Indemnification by District. The District shall indemnify and hold harmless the
<br />Partner, the Partner Representatives, and each of them, with respect to any and all Liabilities that arise
<br />from any negligent act or omission, or any willful misconduct, of the District or any of the District
<br />Representatives in connection with this Agreement or the Services. The District shall defend, as
<br />applicable, the Partner and the Partner Representatives with respect to any and each Proceeding that by
<br />allegation or implication is within the scope of the District's indemnification obligations pursuant to this
<br />Section. Each such defense must be conducted by qualified and appropriately experienced legal counsel
<br />reasonably acceptable to the Partner, but selected and retained by the District, at no cost to the Partner
<br />or any of the Partner Representatives.
<br />Section 5.3 Comparative Liability. Notwithstanding the Sections 5.1 and 5.2 herein, if both
<br />Parties are, to some extent, responsible for any particular Liability (i.e., the negligence or willful
<br />misconduct of both Parties, or others for whom they are responsible, are contributing factors), then, in
<br />connection with that Liability, each Party shall be responsible for defending itself and its representatives,
<br />and the Parties shall be responsible and liable on a comparative basis.
<br />Section 5.4 Insurance Not a Limitation on Liability. Neither Party's obligations pursuant to
<br />this Part 5 shall be deemed or construed to be: (i) conditioned upon, or in any manner limited by, any
<br />insurance coverage maintained by a Party or other person or entity; or (ii) conditioned upon the receipt
<br />by any Party, person or entity of, or limited to the amount of, any insurance proceeds.
<br />Section 5.5 Interpretation. For avoidance of doubt and for all purposes of this Agreement: (i)
<br />a Party's obligation to indemnify another Party, person, or entity ("Indemnitee") means that the
<br />"indemnifying" Party shall compensate the Indemnitee for, or secure or protect the Indemnitee against,
<br />the harm, loss, damages, costs, expenses, and other liabilities as may be incurred by the Indemnitee,
<br />and such obligation shall not be limited solely to third -party claims; and (ii) an indemnifying Party's
<br />obligation to hold harmless an Indemnitee means that the indemnifying Party shall not seek
<br />compensation from the Indemnitee for, or otherwise seek to make the Indemnitee responsible for, the
<br />harm, loss, damages, costs, expenses, and other liabilities incurred by the indemnifying Party.
<br />Section 5.6 Survival. With respect to any and all acts, omissions, and incidents that occur
<br />prior to the termination of this Agreement, the Parties' respective rights and obligations pursuant to this
<br />Section shall survive termination of this Agreement.
<br />PART 6. INSURANCE
<br />Section 6.1 Required Policies. Prior to commencing any of the Services, the Partner must
<br />procure (if applicable) and, during all periods required by this Agreement, must maintain in effect, the
<br />insurance policies required pursuant to this Part 6 ("Required Policies"). The Required Policies include
<br />the following:
<br />(i) General Liability Insurance. A policy of commercial general liability insurance that is written on
<br />an "occurrence" basis and that provides coverage with a combined single limit of not less than
<br />$1,000,000 for all activities conducted by the Partner pursuant to this Agreement ("General
<br />District Agreement Number: 22/23-171 Page 7
<br />005382.0128R�quested Department: Carver Elementary School
<br />073334.2
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