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DocuSign Envelope ID: C8D7EEB2-B711-4AE5-9040-634FA46DAB80 <br />AGENCY agrees to indemnify, defend with counsel approved in writing by COUNTY, <br />protect and hold harmless the COUNTY, its officers, elected or appointed officials, employees <br />and volunteers from and against any and all claims, demands, losses, defense cost or expenses, <br />or liability of any kind or nature which the COUNTY, its officers, elected or appointed officials, <br />employees or volunteers may sustain or incur or which may be imposed upon them for injury to <br />or death of persons or damage to property arising out of the AGENCY's negligent or wrongful <br />acts in performing under the terms of this AGREEMENT. The AGENCY shall not be liable in <br />any way or indemnify the COUNTY, its officers, elected or appointed officials, employees and <br />volunteers for COUNTY's gross and willful negligence, or the gross and willful negligence of <br />COUNTY's officers, elected or appointed officials, employees or volunteers. If judgment is <br />entered against AGENCY and COUNTY by a court of competent jurisdiction because of the <br />concurrent active negligence of AGENCY or COUNTY, AGENCY and COUNTY agree that <br />liability will be apportioned as determined by the court. Neither PARTY shall request a jury <br />apportionment. <br />Without limiting the foregoing, AGENCY indemnification also extends to COUNTY <br />employees or agents serving as inspectors in the AGENCY whose duties include recurring <br />inspection to identify maintenance and repair needs. The failure to identify a hazard not currently <br />involved in maintenance or repair which results in claim shall not transfer responsibility for the <br />hazard to the COUNTY. COUNTY responsibility includes maintenance and repair work in <br />progress by COUNTY employees or contract work under COUNTY administration. <br />Each PARTY agrees to fully cooperate with the other and assist the other PARTY hereto <br />in all matters relating to losses covered by the terms of this AGREEMENT, and more specifically <br />but not being limited thereby, each PARTY will: <br />Page 14 of 21 <br />