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EXHIBIT "B " <br /> regards person or property of any nature whatsoever, regardless of the <br /> apportionment of negligence , unless due to the sole negligence of the County . <br /> SOPOA ' s obligation to indemnify , defend and pay for the defense or at the <br /> County ' s option , to participate , and to associate with the County in the defense <br /> and trial of any claim and any related settlement negotiations , shall be triggered <br /> by the County ' s notice of claim for indemnification to the SOPOA . SOPOA ' s <br /> inability to evaluate liability or its evaluation of liability shall not excuse <br /> SOPOA ' s duty to defend and indemnify within seven days after such notice by <br /> the County is given by registered mail . Only an adjudication or judgment after <br /> the highest appeal is exhausted specifically finding the County solely negligent <br /> shall excuse performance of this provision by the SOPOA . SOPOA shall pay all <br /> costs and fees related to this obligation and its enforcement by the County . The <br /> County ' s failure to notify SOPOA of a claim shall not release the SOPOA of the <br /> above duty to defend . <br /> 5 . Notice of Claims . County and SOPOA shall give prompt notice to the other of <br /> any third party claims made against either or both of them, and shall cooperate <br /> fully with each other and with any insurance carrier to the end that all such claims <br /> will be properly investigated defended and adjusted . <br /> 6 . Failure to Maintain Insurance. Failure to maintain such insurance will be <br /> deemed as a cause for immediate termination of this agreement . <br />