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pay this amount within 30 days of the date on which the Registrar pays Sequoia, Inc.,
<br />whether the Cities ultimately decide 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 (with
<br />legal counsel reasonably acceptable to County) and indemnify the County and its
<br />officers, agents, departments, officials, representatives and employees (collectively
<br />"Indemnitees") from and against any and all claims, loss, cost, damage, injury
<br />(including, without limitation, injury to or death of an employee of County or its
<br />subcontractors), expense and liability of every kind, nature and description,
<br />including any violation of federal, state or municipal law or regulation that arise
<br />out of or result from the performance of this MOU, (collectively "Liabilities").
<br />Such obligations to defend, hold harmless and indemnify any Indemnitee shall not
<br />apply to the extent that such Liabilities are caused in whole or in part solely by the
<br />negligence or willful misconduct of any Indemnitee. The Cities shall have no
<br />obligation under this MOU to indemnify each other with respect to any claims,
<br />loss, 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 County of
<br />any obligation hereunder.
<br />b. To the fullest extent permitted by law, the County shall hold harmless, defend
<br />(with legal counsel reasonably acceptable to an affected City or Cities) and
<br />indemnify the Cities and their officers, agents, departments, officials,
<br />representatives and employees (collectively "Indemnitees") from and against any
<br />and all claims, loss, cost, damage, injury (including, without limitation, injury to or
<br />death of an employee of County or its subcontractors), expense and liability of
<br />every kind, nature and description, including any violation of federal, state or
<br />municipal law or regulation that arise out of or result from its negligence or willful
<br />misconduct in the performance of this MOU, (collectively "Liabilities"). Such
<br />obligations to defend, hold harmless and indemnify any Indemnitee shall not apply
<br />to the extent that such Liabilities are caused in whole or in part solely by the
<br />negligence or willful misconduct of any Indemnitee. The Cities shall have no
<br />obligation under this MOU to indemnify each other with respect to any claims,
<br />loss, 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 County of
<br />any obligation hereunder.
<br />7. NOTICES: All notices, requests, demands, or other communications under this MOU
<br />shall be in writing. Notices shall be given for all purposes as follows:
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