25L - LAW ENFORCEMENT HELICOPTER SERVICES

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VI JPA CONSISTENCY 6.01 The provisions of this Agreement shall be interpreted in light of, and in a manner consistent with, the JPA. In the event of any conflict between the provisions of the JPA and this Agreement, the provisions of the JPA shall control. AGENCY agrees to perform all duties required of it pursuant to the JPA as presently constituted or as hereafter amended. 6.02 AGENCY agrees to the indemnification provisions of Paragraph 5.05 of the JPA, which is incorporated herein by this reference. ABLE has obtained liability insurance coverage for helicopter services provided to AGENCY under this Agreement as set forth in Exhibit "B," and AGENCY will be added as an additional insured under the policy on execution of this Agreement, and receive notice if the policy is canceled. VII MISCELLANEOUS PROVISIONS 7.01 Each of the parties to this Agreement shall immediately notify the other of any litigation or claim that is asserted by or against either party regarding this Agreement or the JPA. 7.02 Each of the Parties to this Agreement shall cooperate with one another in the defense of any lawsuit or claim filed against either party, arising out of, or in any way related, to this Agreement or the JPA, as well as any effort of ABLE to collect money from persons or entities responsible for any request for law enforcement helicopter services. 7.03 Each of the Parties to this Agreement may terminate this Agreement without cause upon one hundred twenty (120) days prior written notice. 7.04 The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 7.05 If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 7.06 This Agreement may be modified or amended only by a written document executed by both ABLE and AGENCY. 7.07 The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 7.08 This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be Airborne Law Enforcement Services Agreement 5 25L-7