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I. ALTERATION OF TERMS <br /> This AGREEMENT, together with Exhibit A and B, attached hereto and incorporated herein by <br /> reference, fully expresses all understanding of COUNTY and CITY with respect to the subject matter of <br /> this AGREEMENT, and shall constitute the total agreement between the PARTIES for these purposes. <br /> No addition to, or alteration of, the terms of this AGREEMENT, whether written or verbal, shall be valid <br /> unless made in writing and formally approved and executed by both COUNTY and CITY. <br /> II. INDEMNIFICATION AND INSURANCE <br /> A. CITY agrees to indemnify, defend and hold COUNTY, its elected and appointed officials, <br /> officers, employees, agents and those special districts and agencies for which COUNTY's Board of <br /> Supervisors acts as the governing Board ("COUNTY INDEMNITEES") harmless from any claims, <br /> demands, including defense costs, or liability of any kind or nature, including but not limited to personal <br /> injury or property damage, arising from or related to the services,products or other performance provided <br /> by CITY pursuant to this AGREEMENT. If judgment is entered against CITY and COUNTY by a court <br /> of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY <br /> INDEMNITEES, CITY and COUNTY agree that liability will be apportioned as determined by the court. <br /> Neither PARTY shall request a jury apportionment. <br /> B. COUNTY agrees to indemnify, defend and hold CITY, its elected and appointed officers, <br /> employees, agents,directors,members, shareholders and/or affiliates harmless from any claims,demands, <br /> including defense costs, or liability of any kind or nature, including but not limited to,personal injury or <br /> property damage, arising from or related to the services, products or other performance provided by <br /> COUNTY pursuant to this AGREEMENT. If judgment is entered against COUNTY and CITY by a court <br /> of competent jurisdiction because of the concurrent active negligence of CITY, COUNTY and CITY <br /> agree that liability will be apportioned as determined by the court. Neither PARTY shall request a jury <br /> apportionment. <br /> C. Each PARTY agrees to provide the indemnifying PARTY with written notification of any claim <br /> related to services provided by either PARTY pursuant to this AGREEMENT within thirty (30) calendar <br /> days of notice thereof, and in the event the indemnifying PARTY is subsequently named party to the <br /> litigation, each PARTY shall cooperate with the indemnifying PARTY in its defense. <br /> D. Without limiting CITY's indemnification, CITY warrants that it is self-insured or shall maintain <br /> in force at all times during the term of this AGREEMENT,the policy or policies of insurance covering its <br /> operations, placed with reputable insurance companies. Upon request by ADMINISTRATOR, CITY <br /> shall provide evidence of such insurance. <br /> E. Without limiting COUNTY's indemnification, COUNTY warrants that it is self-insured or shall <br /> maintain in force at all times during the term of this AGREEMENT, the policy or policies of insurance <br /> covering its operations, placed with reputable insurance companies. Upon request by CITY, COUNTY <br /> shall provide evidence of such insurance. <br /> CITY OF SANTA ANA 4 of 10 <br />