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4. PAYMENT: For conducting RCV elections in accordance with this MOU, each
<br />of the Cities shall reimburse the Registrar as provided herein.
<br />Once the Registrar enters into an agreement or amendment with Sequoia, Inc.
<br />to upgrade its voting equipment and software to conduct RCV elections and
<br />receives an invoice from the vendor, the Registrar shall bill each of the Cities
<br />for its Proportionate Share of that invoice for upgrading its voting equipment
<br />and software. The Cities shall pay this amount within 30 days of the date on
<br />which the Registrar pays Sequoia, Inc., whether the Cities ultimately decide
<br />to hold an RCV election or not.
<br />5. TAXES: Payment of all applicable federal, state, and local taxes shall be the sole
<br />responsibility of the Cities.
<br />6. INDEMNIFICATION:
<br />a. To the fullest extent permitted by law, the Cities shall hold harmless, defend
<br />(with legal counsel reasonably acceptable to County) and indemnify the
<br />County and its officers, agents, departments, officials, representatives and
<br />employees (collectively "Indemnitees") from and against any and all claims,
<br />loss, cost, damage, injury (including, without limitation, injury to or death of
<br />an employee of County or its subcontractors), expense and liability of every
<br />kind, nature and description, including any violation of federal, state or
<br />municipal law or regulation that arise out of or result from the performance
<br />of this MOU, (collectively "Liabilities"). Such obligations to defend, hold
<br />harmless and indemnify any Indernnitee shall not apply to the extent that
<br />such Liabilities are caused in whole or in part solely by the negligence or
<br />willful misconduct of any Indemnitee. The Cities shall have no obligation
<br />under this MOU to indemnify each other with respect to any claims, loss,
<br />cost, damage, or injury arising from the implementation of this MOU. The
<br />Cities may participate in the defense of any such claim without relieving
<br />County of any obligation hereunder.
<br />b. To the fullest extent permitted by law, the County shall hold harmless,
<br />defend (with legal counsel reasonably acceptable to an affected City or
<br />Cities) and indemnify the Cities and their officers, agents, departments,
<br />officials, representatives and employees (collectively "Indemnitees") from
<br />and against any and all claims, loss, cost, damage, injury (including, without
<br />limitation, injury to or death of an employee of County or its subcontractors),
<br />expense and liability of every kind, nature and description, including any
<br />violation of federal, state or municipal law or regulation that arise out of or
<br />result from its negligence or willful misconduct in the performance of this
<br />MOU, (collectively "Liabilities"). Such obligations to defend, hold harmless
<br />
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