STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY 2 - 2007

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2. COMPENSATION a. STATE FARM agrees to pay, and City agrees to accept as total payment for STATE FARM's advertising rights set forth above, an annual fee of $23,000.00. b. Payment of the first annual fee shall be made within thirty (30) days following execution of this Agreement. Subsequent payments shall be made on or before September 1, annually, during the term of this Agreement. Payment shall be mailed to: Santa Ana Parks, Recreation and Community Services Agency 888 W. Santa Ana Boulevard, Suite 200 Santa Ana, California 92702 Attention: Carla Thompkins 3. TERM The term of this Agreement shall be for a period of three (3) years, commencing October 1, 2007, with a right of refusal/renewal to extend additional years, as detailed in Section 4, below. 4. RIGHT OF REFUSAL / RENEWAL STATE FARM shall have the right of first refusal and/or renewal to negotiate a new agreement, with respect to advertising rights and conditions, satisfactory to both parties, to extend this agreement for and additional two (2) years. STATE FARM shall notify City, in writing, no less than 90 days prior to expiration of this Agreement, to exercise this right of Refusal/Renewal. 5. HOLD HARMLESS STATE FARM agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the content of STATE FARM's advertising. Anything in the Agreement to the contrary notwithstanding, each party (the "Indemnifying Party") shall indemnify and hold the other party (the "Indemnified Party") fully harmless against any loss, damage, claim or expense of any kind whatsoever (including costs and reasonable attorneys' fees), sustained or incurred by a third party as a result of the negligent or intentional acts or omissions of the Indemnifying Party, and for which recovery is sought against the Indemnified Party by that third party. The Indemnifying Party also shall indemnify the Indemnified Party for any costs and reasonable attorneys' fees incurred in the Indemnified Party's defense of any such third party claim. 6. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council