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1 I. ALTERATION OF TERMS <br />2 This Agreement, together with Exhibits A and B attached hereto and incorporated herein by <br />3 reference, fully expresses all understanding of COUNTY and CITY with respect to the subject matter of <br />4 this Agreement, and shall constitute the total Agreement between the parties for these purposes. No <br />5 addition to, or alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless <br />6 made in writing and formally approved and executed by both parties. <br />7 <br />8 11. INDEMNIFICATION <br />9 A. Neither COUNTY nor any officer or employee thereof shall be responsible for any damage or <br />10 liability occurring by reason of anything done or omitted to be done by CITY under or in connection <br />11 with any work, authority or jurisdiction delegated to CITY under this Agreement. It is also understood <br />12 and agreed to that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and <br />13 hold COUNTY harmless from any liability imposed for injury (as defined in Government Code <br />14 Section 810.8), including attorneys fees and costs, occurring by reason of anything done or omitted to be <br />15 done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under <br />16 this Agreement. <br />17 B. Neither CITY nor any officer or employee thereof shall be responsible for any damage or <br />18 liability occurring by reason of anything done or omitted to be done by COUNTY under or in connection <br />19 with any work, authority or jurisdiction delegated to COUNTY under this Agreement. It is also <br />20 understood and agreed that, pursuant to Government Code Section 895.4, COUNTY shall fully defend, <br />21 indemnify and hold CITY harmless from any liability imposed for injury (as defined by Government <br />22 Code Section 810.8), including attorneys fees and costs, occurring by reason of anything done or omitted <br />23 to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to <br />24 COUNTY under this Agreement. <br />25 <br />26 III. NOTICES <br />27 A. Unless otherwise specified, all notices, claims, correspondence, reports and/or statements <br />28 authorized or required by this Agreement shall be effective: <br />29 1. When written and deposited in the United States mail, first class postage prepaid and <br />30 addressed as specified on Page 3 of this Agreement or otherwise directed by ADMINISTRATOR; or <br />31 2. When FAXed, transmission confirmed; <br />32 3. When sent by electronic mail; or <br />33 4. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel <br />34 Service, or other expedited delivery service. <br />35 B. Termination Notices shall be addressed as specified on Page 3 of this Agreement or otherwise <br />36 directed by ADMINISTRATOR and shall be effective when FAXed, transmission confirmed, or when <br />37 <br />4 of 7 <br />XXONTRACT 2005Wnimal Care Services-Master-05-06-HH.Doc ACS1KKO6 <br />