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<br />. . <br /> <br />. <br /> <br />1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />27 <br />28 <br />29 <br />30 <br />31 <br />32 <br />33 <br />34 <br />35 <br />36 <br />37 <br /> <br />I. ALTERATION OF TERMS <br />This Agreement, together with Exhibit A attached hereto and incorporated herein by reference, fully <br />expresses all understanding of COUNTY and CITY with respect to the subject matter of this Agreement, <br />and shall constitute the total Agreement between the parties for these purposes. No addition to, or <br />alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless made in <br />writing and formally approved and executed by both parties. <br /> <br />II. INDEMNIFICATION <br />A. Neither COUNTY nor any officer or employee thereof shall be responsible for any damage or <br />liability occurring by reason of anything done or omitted to be done by CITY under or in connection <br />with any work, authority or jurisdiction delegated to CITY under this Agreement. It is also understood <br />and agreed to that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and <br />hold COUNTY harmless from any liability imposed for injury (as defined in Government Code <br />Section 810.8), including attorneys fees and costs, occurring by reason of anything done or omitted to be <br />done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under <br />this Agreement. <br />B. Neither CITY nor any officer or employee thereof shall be responsible for any damage or <br />liability occurring by reason of anything done or omitted to be done by COUNTY under or in connection <br />with any work, authority or jurisdiction delegated to COUNTY under this Agreement. It is also <br />understood and agreed that, pursuant to Government Code Section 895.4, COUNTY shall fully defend, <br />indemnify and hold CITY harmless from any liability imposed for injury (as defined by Government <br />Code Section 810.8), including attorneys fees and costs, occurring by reason of anything done or omitted <br />to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to <br />COUNTY under this Agreement. <br /> <br />III. NOTICES <br />A. Unless otherwise specified, all notices, claims, correspondence, reports and/or statements <br />authorized or required by this Agreement shall be effective: <br />1. When written and deposited in the United States mail, first class postage prepaid and <br />addressed as specified on Page 3 of this Agreement or otherwise directed by ADMINISTRATOR; or <br />2. When faxed, transmission confirmed; <br />3. When sent by electronic mail; or <br />4. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel <br />Service, or other expedited delivery service. <br />B. Termination Notices shall be addressed as specified on Page 3 of this Agreement or otherwise <br />directed by ADMINISTRATOR and shall be effective when faxed, transmission confirmed, or when <br />II <br /> <br />40f7 <br /> <br />\\cottonwood\WMS\CONTRACT 2004+\Santa Ana City-04-05-HH.doc <br /> <br />SANXXKK05 <br />