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I I. AL TERA TION OF TERMS 2 This Agreement, together with Exhibits A, Band C attached hereto and incorporated herein by 3 reference, fully expresses all understanding of COUNTY and CITY with respect to the subject matter of 4 this Agreement, and shall constitute the total Agreement between the parties for these purposes. No 5 addition to, or alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless 6 made in writing and formally approved and executed by both parties. 7 8 II. INDEMNIFICATION 9 Each party agrees to indemnify and hold harmless the other party, its officers, agents and employees 10 from all liability, claims, losses and demands, including defense costs, whether resulting from court II action or otherwise, arising out of the acts or omissions of the indemnifying party, its officers, agents or 12 employees, or arising out of the condition of property used in the performance of this Agreement. Each 13 party agrees to provide the indemnifying party with written notification of any claim within thirty (30) 14 calendar days of notice thereof, to allow the indemnifying party control over the defense and settlement 15 of the claim, and to cooperate with the indemnifying party in its defense. 16 17 III. NOTICES 18 A. Unless otherwise specified, all notices, claims, correspondence, reports andlor statements 19 authorized or required by this Agreement shall be effective: 20 I. When written and deposited in the United States mail, first class postage prepaid and 21 addressed as specified on Page 3 of this Agreement or otherwise directed by ADMINISTRATOR; 22 2. When FAXed, transmission confirmed; 23 3. When sent by electronic mail; or 24 4. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel 25 Service, or other expedited delivery service. 26 B. Termination Notices shall be addressed as specified on Page 3 of this Agreement or as 27 otherwise directed by ADMINISTRATOR and shall be effective when FAXed, transmission confirmed, 28 or when accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel Service, or other 29 expedited delivery service. 30 C. Each party shall notify the other party, in writing, within twenty-four (24) hours of becoming 31 aware of any occurrence of a serious nature, which may expose either party to liability. Such 32 occurrences shall include, but not be limited to, accidents, injuries, or acts of negligence, or loss or 33 damage to any County property in possession of CITY. 34 D. For purposes of this Agreement, any notice to be provided by COUNTY may be given by 35 ADMINISTRATOR. 36 II 37 II 40f7 X:\CONTRACTS II - 2007-\2007-2008\Animal Care Services-Master-07-08-HH.Doc Santa Ana ACSXK08