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II-W/kRN OMNIBUS ~b'~-UAL~,~ID AGREE~]~NT Dated July 1, 1994 ARTI~.~ IX - Liability and Hold Harmless. Pursuant to Government Code Section 895.4, BORROWER shall assume the defense of, fully indemnify and hold harmless LENDER, its Directors, Council Members or Supervisors, its officers and employees, from all claims, loss, damage, injury and liability of eve~f kind, nature and description directly or indirectly arising from the BORROWER'S work hereunder, including, but not limited to, negligent or wrongful use of equipment, supplies or personnel on loan to BORROWER, or faulty workmanship or other negligent acts, errors or omissions by BORROWER or by personnel on loan to BORROWER from the time assistance is requested and rendered until the assistance is returned to LENDER'S control, portal to portal. Each party hereto shall give to the others prompt and timely written notice of any claim made or any suit instituted coming to its knowledge which in any way, directly or indirectly, contingently or otherwise, affects or might affect them, and each shall have ~he right to participate in the defense of the same to the extent of its own interest. ARTICLE X - Modifications. No provision of this Agreement may be modified, altered or rescinded by individual parties to ~he Agreement. Modifications to this agreement require a simple majority vote of agencies signatory to the agreement. ARTICLE XI - Reimbursement. The BORROWER agrees to reimburse the LE1TDER within 60 days of receipt of an invoice for assistance provided under this Agreement. To the extent that the BORROWER seeks FEMJ% funding for any cost associated with assistance provided under this Agreement the BORROWER may be required to have acceptable FEMA accounting practices in place at the time of the need. ARTI~.~ XII - Termination. This Agreement is not transferable or assignable, in whole or in part, and any party may terminate their participation in this Agreement at any time upon 60 days' written notice delivered or mailed To the II-WARN chairraan. ARTICLE XIII - Effect. Agreement shall take effect on July 1, 1994 or immediately upon its execution thereafter. ARTICLE XIV - Prior Aqreements. To the extent that prior agreements are inconsistent with this Agreement all prior agreements for mutual aid be=ween the parties hereto are hereby superseded. This Agreement supersedes the April 30, 1993 II-WARN Omnibus Mutual Aid Agreement. ~%RTICLE XV Arbitration. Any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. ARTICLE XVI - Tort Claims. This Agreement in no way acts to abrogate or waive any i~unity available under the Tort Claims Act. Page 3 of 4 MRF703 12260