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This Agreement, together with Exhibit A and B, attached hereto and incorporated herein by
<br />reference, fully expresses all understanding of COUNTY and CITY with respect to the subject matter of
<br />this Agreement, and shall constitute the total Agreement between the parties for these purposes. No
<br />addition to, or alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless
<br />made in writing and formally approved and executed by both COUNTY and CITY. This Agreement
<br />supersedes any and all previous agreements between the parties relating to the subject matter hereof.
<br />IR INDEMNIFICATION AND INSURANCE
<br />A. CITY agrees to indemnify, defend and hold COUNTY, its elected and appointed officials,
<br />officers, employees, agents and those special districts and agencies for which COUNTY's Board of
<br />Supervisors acts as the governing Board ( "COUNTY INDENLNITEES ") harmless from any claims,
<br />demands, including defense costs, or liability of any kind or nature, including but not limited to personal
<br />injury or property damage, arising from or related to the services, products or other performance
<br />provided by CITY pursuant to this Agreement. If judgment is entered against CITY and COUNTY by a
<br />court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY
<br />INDEMNTTEES, CITY and COUNTY agree that liability will be apportioned as determined by the
<br />court. Neither party shall request a jury apportionment.
<br />B. COUNTY agrees to indemnify, defend and hold CITY, its elected and appointed officers,
<br />employees, agents, directors, members, shareholders and/or affiliates harmless from any claims, demands,
<br />including defense costs, or liability of any kind or nature, including but not limited to, personal injury or
<br />property damage, arising from or related to the services, products or other performance provided by
<br />COUNTY pursuant to this Agreement. If judgment is entered against COUNTY and CITY by a court of
<br />competent Jurisdiction because of the concurrent active negligence of CITY, COUNTY and CITY agree
<br />that liability' will be apportioned, as determined by the _court:, Neither party shall request a jury
<br />apportionment.'
<br />C. Each party agrees to provide the indemnifying party with written notification of any claim related
<br />to services provided by bither party pursuant to this Agreement within thirty (30) calendar days of notice
<br />thereof, and in the event the indemnifying party is subsequently named party to the litigation, each party
<br />shall cooperate with the indemnifying party in its defense.
<br />D. Without limiting CITY's indemnifcatibn, CITY warrants that it is self - insured or shall maintain
<br />in force at all times during the term of this: Agreement, the policy or policies of insurance covering its
<br />operations, placed with reputable insurance companies. Upon request by ADMINISTRATOR, CITY
<br />shall provide evidence of such insurance.
<br />E, Without limiting COUNTY's indemnification, COUNTY warrants that it is self - insured or shall
<br />maintain in force at all times during the term of this Agreement, the policy or policies of insurance
<br />covering its operations, placed with reputable insurance corpanies. Upon request by CITY, COUNTY
<br />shall provide evidence of such insurance.
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