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8. INDEMNITY. a. Indemnification of INTERACTIVE. The CITY shall indemnify INTERACTIVE to the extent permitted by law and shall hold INTERACTIVE harmless against any damage, loss, cost or expense which INTERACTIVE may sustain or incur by reason of any claim, demand, suit or recovery by any person or entity arising out of the failure of the CITY to perform the CITY's obligations pursuant to this AGREEMENT. CITY shall not be liable under the foregoing indemnification provision to the extent any damage, loss, cost or expense results from the proportional negligence or willful misconduct of INTERACTIVE. b. Indemnification of CITY. Notwithstanding paragraph 8(a) hereof, INTERACTIVE shall indemnify the CITY and shall hold the CITY harmless against any damage, loss, cost or expense, which the CITY, may sustain or incur by reason of any claim, demand, suit or recover by any person or entity arising out of INTERACTIVE's performance (or nonperformance) of INTERACTIVE's obligations pursuant to this AGREEMENT. c. Limitation Period. Neither party hereto may assert against the other party any claim in connection with this AGREEMENT unless the asserting party has given the other party written notice of the claim within one (1) year after the asserting party first knew or should have known of the facts giving rise to such claim. 9. INSURANCE. Without limiting INTERACTIVE's indemnification, INTERACTIVE shall maintain in force at all times during the term of this AGREEMENT a policy, or policies, of insurance covering its operations as follows: Coverage Minimum Limits Workers' Compensation Statutory Comprehensive General Liability Insurance $1,000,000 Comprehensive General Liability Insurance shall contain the following clauses: a. "The City of Santa Ana is added as an additional insured as respects operations of the named insured performed under AGREEMENT with the City of Santa Ana." Page 4 of 9