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A.The County shall indemnify and hold harmless the Cities and their officers,agents
<br />employees and elected officials,or any of them,from any and all claims,actions,suits,liability,
<br />loss,costs,expenses and damages of any nature whatsoever by any reason of or arising out of
<br />any act or omission of the County,its officers,agents,employees and elected officials,or any of
<br />them,relating to or arising out of the performance of this contract.In the event that any suit
<br />based upon such a claim,action,loss or damage is brought against the Cities,the County shall
<br />defend that same at its sole cost and expense,provided that the Cities retain the right to
<br />participate in said suit if any principle or governmental or public law is involved;and if final
<br />judgment be rendered against the Cities or their officers,agents,employees and elected officials,
<br />or any of them,or jointly against the Cities and the County and their respective officers,agents,
<br />employees and elected officials,or any of them,the County shall satisfy the same.
<br />B.The Cities shall indemnify and hold harmless the County and its officers,agents,
<br />employees and elected officials,or any of them,from any and all claims,actions,suits,liability,
<br />loss,costs,expenses and damages of any nature whatsoever,by any reason of or arising out of
<br />any act or omission of the Cities,their officers,agents,employees and elected officials,or any of
<br />them,relating to or arising out of the performance of this contract.In the event that any suit
<br />bases upon such a claim,action,loss or damage is brought against the County,the Cities shall
<br />defend the same at its sole cost and expense;provided that the County retains the right to
<br />participate in said suit if any principle of governmental or public law is involved;and if final
<br />judgment be rendered against the County or its officers,agents,employees and elected officials,
<br />or any of them,or jointly against the County and the Cities and their respective officers,agents,
<br />employees and elected officials,or any of them,the Cities shall satisfy the same.
<br />6.Future support.No party to this Agreement makes any commitment to future support and
<br />assumes no obligation for future support of any activity contracted for herein,except as may be
<br />expressly set forth in this Agreement.
<br />7.Compliance with laws.Each party hereto,in its performance of this Agreement,agrees
<br />to comply with all applicable local,State,and Federal laws and ordinances.
<br />8.Relationship of the parties.No agent,employee or representative of the County shall be
<br />deemed to be an agent,employee or representative of the Cities for any purpose,and the
<br />employees of the County are not entitled to any of the benefits the Cities provide to City
<br />employees.No agent,employee or representative of the Cities shall be deemed to be an agent,
<br />employee or representative of the County for any purpose,and the employees of the Cities are
<br />not entitled to any of the benefits the County provides to County employees.
<br />9.Non-delegation /Non-assignment.No party may delegate the performance of any
<br />contractual obligation to a third party,unless agreed in writing by all other parties.No party may
<br />assign this Agreement without the written consent of the other parties.
<br />10.Aereement not for benefit of third parties.This Agreement is entered into solely for the
<br />benefit of the parties hereto and vests no rights in,or is it enforceable by,any third parties.
<br />Consolidated Lodging Tax Grant Process Interlocal -5
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