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<br />4.04 The cost of potential future salary and benefit increases or decreases are
<br />not included in the costs set forth in of this Agreement. If COUNTY incurs or
<br />becomes obligated to pay for any such increases for or on account of personnel whose
<br />costs are included in the calculations of costs charged to CITY hereunder, CITY shall
<br />pay COUNTY, in addition to the cost of service set forth in of this Agreement,
<br />the full costs of said increases to the extent such increases are attributable to work
<br />performed by such personnel after July 1, 2
<br />shall be deemed to have increased accordingly. CITY shall pay COUNTY in full for such
<br />increases on a pro-rata basis over the portion of the period between July 1, 2023 and
<br />June 30, 2024 remaining after COUNTY notifies CITY that increases are payable.
<br />In the event that salaries and benefits costs for COUNTY employees decrease
<br />for or on account of personnel whose costs are included in the calculations of costs
<br />charged to CITY hereunder, COUNTY shall notify CITY of decreased cost and bill
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<br />INDEMNIFICATION
<br />5.01 CITY agrees that COUNTY should be fully protected from any loss, injury,
<br />damage, claim, lawsuit, cost or expense arising out of, or in any way related, to the
<br />performance of services pursuant to this Agreement. Accordingly, the provisions of this
<br />Agreement should be construed and interpreted to provide the fullest possible
<br />protection to COUNTY. CITY acknowledges that COUNTY would not provide services
<br />in the absence of the commitments of CITY as specified in this Agreement.
<br />5.02 To the fullest extent permitted by law, CITY shall defend at its expense
<br />including attorney fees and with counsel approved in writing by COUNTY, indemnify
<br />and hold harmless COUNTY and its officers, employees, and agents (collectively, the
<br />) from and against any and all claims (including, without limitation,
<br />claims for bodily injury, death or damage to property), demands, obligations, damages,
<br />actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and
<br />expenses (including s fees, disbursements and court costs)
<br />may arise from or in any manner relate directly or indirectly to any services provided
<br />under this Agreement including, but not limited to, activities that relate in any way to this
<br />Agreement including the negligent and/or willful acts, errors and/or omissions of CITY,
<br />its elected and appointed officials, officers, agents, employees, subcontractors or
<br />independent contractors. Notwithstanding the foregoing, nothing herein shall be
<br />construed to require CITY to indemnify the Indemnified Parties from any Claim arising
<br />from the sole negligence or willful misconduct of the Indemnified Parties. This indemnity
<br />shall apply to all claims and liability regardless of whether any insurance policies are
<br />applicable.
<br />5.03 COUNTY shall defend at its expense including attorney fees and with
<br />counsel approved in writing by CITY, indemnify and hold harmless CITY and its officers,
<br />employees, and agents with respect to any claim, loss, liability, damage, lawsuit, cost or
<br />expense that arises out of, or is in any way related, to the sole negligence or willful
<br />misconduct by COUNTY, its elected and appointed officials, officers, agents,
<br />employees, subcontractors or independent contractors.
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