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1 I. ALTERATION OF TERMS <br />2 This Agreement, together with Exhibit A and B, attached hereto and incorporated herein by <br />3 reference, fully expresses all understanding of COUNTY and CITY with respect to the subject matter of <br />4 this Agreement, and shall constitute the total Agreement between the parties for these purposes. No <br />5 addition to, or alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless <br />6 made in writing and formally approved and executed by both COUNTY and CITY. <br />7 <br />g II. INDEMNIFICATION AND INSURANCE <br />9 A. CITY agrees to indemnify, defend and hold COUNTY, its elected and appointed officials, <br />10 officers, employees, agents and those special districts and agencies for which COUNTY'S Board of <br />11 Supervisors acts as the governing Board ("COUNTY INDEMNITEES") harmless from any claims, <br />12 demands, including defense costs, or liability of any kind or nature, including but not limited to personal <br />13 injury or property damage, arising from or related to the services, products or other performance <br />14 provided by CITY pursuant to this Agreement. If judgment is entered against CITY and COUNTY by a <br />15 court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY <br />16 iNDEMNITEES, CITY and COUNTY agree that liability will be apportioned as determined by the <br />1'7 court. Neither party shall request a jury apportionment. <br />1 g B. COUNTY agrees to indemnify, defend and hold CITY, its elected and appointed officers, <br />19 employees, agents, directors, members, shareholders and/or affiliates harmless from any claims, <br />2p demands, including defense costs, or liability of any kind or nature, including but not limited to, <br />21 personal injury or property damage, arising from or related to the services, products or other <br />22 performance provided by COUNTY pursuant to this Agreement. If judgment is entered against <br />23 COUNTY and CITY by a court of competent jurisdiction because of the concurrent active negligence of <br />24 CITY, COUNTY and CITY agree that liability will be apportioned as determined by the court. Neither <br />25 party shall request a jury apportionment. <br />26 C. Each party agrees to provide the indemnifying party with written notification of any claim <br />27 related to services provided by either party pursuant to this Agreement within thirty (30) calendar days <br />2g of notice thereof, and in the event the indemnifying party is subsequently named party to the litigation, <br />29 each party shall cooperate with the indemnifying party in its defense. <br />30 D. Without limiting CITY'S indemnification, CITY warrants that it is self-insured or shall maintain <br />31 in force at all times during the term of this Agreement, the policy or policies of insurance covering its <br />32 operations, placed with reputable insurance companies. Upon request by ADMINISTRATOR, CITY <br />33 shall provide evidence of such insurance. <br />34 E. Without limiting COUNTY's indemnification, COUNTY warrants that it is self-insured or shall <br />35 maintain in force at all times during the term of this Agreement, the policy or policies of insurance <br />36 covering its operations, placed with reputable insurance companies. Upon request by CITY, COUNTY <br />3'7 shall provide evidence of such insurance. <br />Santa Ana ~ ~~ ~ Of 7 <br />Z:\ASR\08-001795 OC Animal Care Master Agreement\Ani t4i Master.Doc ACSICRAKKoo <br />