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<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 /> 6.03 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.
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<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.
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<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.
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<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.
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<br /> 6.03 If any term or portion of this Agreement is held to be invalid, illegal, or
<br /> otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
<br /> of this agreement shall continue in full force and effect.
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<br /> 6.04 This Agreement may be modified or amended only by a written document
<br /> executed by both COUNTY and CITY.
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<br /> 6.05 The terms of this Agreement shall be construed in accordance with the
<br /> meaning of the language used and shall not be construed for or against either party by
<br /> reason of the authorship of the Agreement or any other rule of construction which might
<br /> otherwise apply.
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<br /> 25B-6
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