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10. <br /> <br />11. <br /> <br />12. <br /> <br />behalf of CITY in any capacity whatsoever. <br /> <br />COUNTY represents and warrants to CITY that it has all <br />licenses, permits, qualifications and approvals of <br />whatsoever nature which are legally required for COUNTY to <br />operate the Compost Bin Cost-Sharing Pilot Program. COUNTY <br />represents and warrants to CITY that COUNTY shall, at its <br />sole cost and expense, keep in effect at all times during <br />the term of this agreement and licenses, per~its, and <br />approvals which are legally required for COUNTY to operate <br />the Compost Bin Cost-Sharing Pilot Program. <br /> <br />CITY shall indemnify and hold harmless COUNTY, its officers, <br />employees and agents from and against any and all loss, <br />liability, expense, claim costs (including the costs of <br />defense), suits and damages of every kind, nature, and <br />description directly or indirectly arising from the <br />negligent or intentional acts, errors or omissions of CITY <br />in the performance of the Agreement and CITY shall pay all <br />claims, damages, judgments, legal costs, adjuster fees and <br />attorney fees related hereto. <br /> <br />COUNTY shell indemnify and hold harmless CITY, its officers, <br />employees and agent from and against any an all loss, <br />liability, expense, claim, costs (including costs of <br />defense), suits and damages of every kind, nature and <br />description directly or indirectly arising from the <br />negligent or intentional acts, errors omissions of COUNTY in <br />the performance of this Agreement and COUNTY shall pay all <br />claims, damages, judgments, legal costs, adjuster fees and <br />attorney fees related hereto. <br /> <br />No officer, member or employee of CITY and no member or <br />staff of governing body shall have any pecuniary interest, <br />direct or indirect, in this Agreement or expenditure or the <br />proceeds thereof. <br /> <br />Neither party shall assign or transfer any interest or any <br />obligations under this Agreement without prior written <br />consent of the other party. <br /> <br />The primary contact person for the CITY shall be the city <br />Manager, or his/her designee, and the primary contact person <br />for the COUNTY shall be the District Manager of Vector <br />Control Services District or his/her designee. <br /> <br />3 <br /> <br /> <br />