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<br /> This Agreement, together with Exhibit A and B, attached hereto and incorporated herein by i
<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, No
<br /> addition to, or alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless
<br /> made in writing and formally approved and executed by both COUNTY and CITY. This Agreement
<br /> supersedes any and all previous agreements between the parties relating to the subject matter hereof. i
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<br /> III. 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
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<br /> provided by CITY pursuant to this Agreement. If judgment is entered against CITY and COUNTY by a
<br /> court 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
<br /> court. 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 pliability 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 of
<br /> competent jurisdiction because of the concurrent active negligence of CITY, COUNTY and CITY agree
<br /> 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 related
<br /> to services provided by either party pursuant to this Agreement within thirty (30) calendar days of notice
<br /> thereof, and in the event the indemnifying party is subsequently named party to the litigation, each party
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<br /> shall cooperate with the indemnifying party in its defense. j
<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
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<br /> operations, placed with reputable insurance companies. Upon request by ADMINISTRATOR, CITY f
<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 /> ((COMPANYz, 4 of 7
<br /> 25C-43
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