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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's fees and with counsel approved in writing by COUNTY, indemnify <br />and hold harmless COUNTY and its officers, employees, and agents (collectively, the <br />"Indemnified Parties") 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, without limitation, attorney's fees, disbursements and court costs) <br />of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which <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's 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. <br />5.04 If judgment is entered against CITY and COUNTY by a court of competent <br />jurisdiction because of the concurrent active negligence of either party, CITY and <br />COUNTY agree that liability will be apportioned as determined by the court. Neither <br />party shall request a jury apportionment. <br />MISCELLANEOUS PROVISIONS <br />6.01 Each party to this Agreement shall immediately notify the other of any <br />litigation or claim that is asserted by or against either party regarding this Agreement. <br />6.02 The laws of the State of California shall govern this Agreement and all <br />matters relating to it and any action brought relating to this Agreement shall be <br />adjudicated in a court of competent jurisdiction in the County of Orange. <br />Page 4 of 7