INDEMNIFICATION AGREEMENT

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				OFFICIAL RECORDS OF PINAL COUNTY RECORDER ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇

When recorded, please return to:		DATE/TIME :			12/08/03 1634
Pinal County Board of Supervisors		FEE :			$0.00
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇		FEE NUMBER :			2003-085615

INDEMNIFICATION AGREEMENT

     This Agreement is entered into between Sonoran Utility Services, L.L.C. and the 387 Wastewater Improvement District in conjunction with the provisions of Resolution No. 120303-387DWID, on the 3^rd day of December, 2003.

     In consideration for the authority granted with Resolution No. 120303-387DWID, Sonoran Utility Services, L.L.C. shall indemnify and hold harmless the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇; its elected officials, agents and employees for any damage or claim, including, but not limited to reasonable attorney’s fees, court costs, and penalties incurred by or on behalf of the 387 Water Improvement District, Pinal County, its elected officials, agents and employees arising out of or connected with the exercise of the authority granted Sonoran Utility Services, L.L.C. in Resolution No. 120303-387DWID. Sonoran Utility Services, L.L.C. further agrees to notify parties asserting such claims in writing that the 387 Wastewater Improvement District, Pinal Country, its elected officials, agents and employees will have no liability to them. This indemnification provision shall survive the termination of the indemnification granted in Resolution No. 120303-387WWID.

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▇▇▇▇▇▇ ▇. ▇▇▇▇, Chairman Pinal Country Board of Supervisors				▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President Sonoran Utility Services, L.L.C.