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I. ALTERATION OF TERMS <br />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 />II. 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 INDEMNITEES ") 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 />INDEMNITEES, 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, <br />demands, including defense costs, or liability of any kind or nature, including but not limited to, <br />personal injury or property damage, arising from or related to the services, products or other <br />performance provided by COUNTY pursuant to this Agreement. If judgment is entered against <br />COUNTY and CITY by a court of competent jurisdiction because of the concurrent active negligence of <br />CITY, COUNTY and CITY agree that liability will be apportioned as determined by the court. Neither <br />party shall request a jury apportionment. <br />C. Each party agrees to provide the indemnifying party with written notification of any claim <br />related to services provided by either party pursuant to this Agreement within thirty (30) calendar days <br />of notice thereof, and in the event the indemnifying party is subsequently named party to the litigation, <br />each party shall cooperate with the indemnifying party in its defense. <br />D. Without limiting CITY's indemnification, 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 />CITY OF SANTA ANA 4 of 7 <br />