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performance of services pursuant to this Agreement. Accordingly, the provisions of this
<br />Agreement should be construed and interpreted to provide the fullest possible
<br />protection to COUNTY. CITY acknowledges that COUNTY would not provide services
<br />in the absence of the commitments of CITY as specified in this Agreement.
<br />5.02 To the fullest extent permitted by law, CITY shall defend at its expense
<br />including attorney's fees and with counsel approved in writing by COUNTY, indemnify
<br />and hold harmless COUNTY and its officers, employees, and agents (collectively, the
<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 />5.03 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.
<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 />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.
<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.
<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.
<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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