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performance of services pursuant to this Agreement. Accordingly, the provisions of th <br />Agreement should be construed and interpreted to provide the fullest possib <br />pro otection tCOUNTY, CITY a�cknowledges that COUNTY would not provide servic <br />in the absence of the commitments of CITY as specified in:, this Agreement. I <br />5.03 COUNTY shall defend at its expense including atto�rne,y's fees and wi <br />counsel approved in writing by CITY, indemnify and' hold harmless CITY and its officer <br />empoyees, and agents with respect to any claim, lossi, liability, damage, lawsuit, cost <br />expense that arises out of, or is, in any way related, to the sole negligience or willf <br />misconduct by COUNTY, its elected and appointed officials, officers, agent <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 />6.01 Each party to this Agreement shall immediately notify the other of a <br />gation or claim that is asserted by or against either party regarding this ►i .YI wI <br />6.02 The laws of the State of California shafl, govern this Agreement and <br />matters relating to it and any action brought relating to this Agreement shall <br />adjudicated in a court of competent jurisdiction i�n the County of Orange. <br />6.03 If any term or portion of thiis 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, <br />6'.,014 'This Agreement may be! modified or mend dl nly by a written, document <br />executed by both COUNTY and CITY. <br />Page 4 of 7 <br />