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I 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 />s IL 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. Ifjudgment 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 />17 court. Neither party shall request a jury apportionment.
<br />is 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 />20 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 />28 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 />37 shall provide evidence of such insurance.
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