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services provided by Santa Ana under the terms and conditions of this MOU will result in
<br />any specific reduction in or prevention of any criminal activity, or any other performance
<br />based outcome.
<br />City is self-insured for general liability, auto liability and worker's compensation
<br />insurance and shall provide proof of self-insurance in these areas up to $1,000,000 to Santa
<br />Ana for purposes of this Agreement. City agrees that its insurance will be primary and Santa
<br />Ana's insurance non-contributory in the event of an incident and/or injury involving one or
<br />more of City's officers.
<br />7. HOLD HARMLESS
<br />To the fullest extent permitted by law, City shall indemnify, defend and hold
<br />harmless Santa Ana, its City Council, boards and commissions, officers, agents,
<br />volunteers, employees, and any person or entity owning or otherwise in legal control of
<br />property not owned by Santa Ana upon which City uses as contemplated herein
<br />(collectively, the "Indemnified Parties") from and against any and all claims (including,
<br />without limitation, claims for bodily injury, death or damage to property), demands,
<br />obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties,
<br />liabilities, costs and expenses (including, without limitation, attorney's fees,
<br />disbursements and court costs) of every kind and nature whatsoever (individually, a
<br />Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
<br />indirectly) to any breach of the terms and conditions of this MOU, City's presence or
<br />activities conducted on Santa Ana facilities (including, but not limited to, the negligent
<br />and/or willful acts, errors and/or omissions of City, its principals, officers, agents, players,
<br />employees, vendors volunteers, suppliers, consultants, contractors, anyone employed
<br />directly or indirectly by or associated in any way with any of them or for whose acts they
<br />may be liable or any or all of them).
<br />Notwithstanding the foregoing, nothing herein shall be construed to require City to
<br />indemnify the Indemnified Parties from any Claim arising from the sole negligence or
<br />willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed
<br />as authorizing any award of attorney's fees in any action on or to enforce the terms of this
<br />MOU. This indemnity shall apply to all claims and liability regardless of whether any
<br />insurance policies are applicable. The policy limits do not act as a limitation upon the
<br />amount of indemnification to be provided by City.
<br />B. NOTICES
<br />All notices, demands, requests or approvals to be given under the terms of this MOU
<br />shall be given in writing, and conclusively shall be deemed served when delivered
<br />personally, or on the third business day after the deposit thereof in the United States mail,
<br />postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands,
<br />requests or approvals from Santa Ana to City shall be addressed to City at:
<br />City of Santa Ana Page 4
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