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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 />