ORANGE, COUNTY OF -SHERIFF'S DEPARTMEN

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2, TERM AND TERMINATION: This Agreement shall be in effect from the date of execution and shall continue in effect until terminated upon 14-day written notice by any Party. 3, RELATIONSHIP OF PARTIES: The parties enter into this Agreement as separate, independent governmental entities and shall maintain such status throughout, 4. .INDEMNIFICATION. County of Orange agrees, to the fullest extent permitted by law, to hold harmless, defend and indemnify the City, its officers, agents and employees from and against any liabilities, damages, and costs (including reasonable attorneys fees and costs of defense) to the extent caused, during this Agreement, by any willful misconduct or negligent acts, errors or omissions of the County, its officers, agents and employees in the performance of this Agreement. The City agrees, to the fullest extent permitted by law, to hold harmless, defend and indemmtify the County of Orange, its officers, agents and employees from and against any liabilities, damages and costs (including reasonable attorneys fees and costs of defense) to the extent caused, during this Agreement, by any willful misconduct or negligent acts, errors or omissions of the City, its officers, agents and employees in the performance of this Agreement. S. NO THIRD PARTY BENEFICIARIES: It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the parties and nothing contained in this Agreement shall give or allow any such claim or right of action by any other third Party on such Agreement. It is the express intention of the parties that any person other than the parties receiving services or benefits under the Agreement shall be deemed an incidental beneficiary only. 6. NO ASSIGNMENT: Each Party covenants and agrees that it will not assign this Agreement or any interest or part thereof or any right or privilege pertinent thereto without the prior written consent of all other parties first having been obtained, 7. GOVERNING LAW: This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 8. AMENDMENT: The Parties may amend this Agreement at any time in writing. 9. ENTIRE AGREEMENT: This Agreement embodies the entire agreement of the parties, The parties shall not be bound by or be liable for any statement, representation, promise, inducement, or understanding of any kind or nature not set forth herein. No changes, amendments, or modifications of any of the terms of conditions of this Agreement shall be valid unless reduced to writing and signed by all parties. #15787v6