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10. Indennnification. District agrees to and shall defend, indemnify and save harmless <br /> County and its officers, agents and employees ("indemnified parties") from any and all claims, <br /> demands, liabilities, costs and expenses. damages, causes of action, and judgments, in any manner <br /> arising out of any of District's responsibility under this agreement, or other action taken by District in <br /> establishing a special tax, fee, or assessment and implementing collection of special taxes, fees, or <br /> assessment as contemplated in this agreement, including but not limited, any required remedial action <br /> in the case of delinquencies in such assessment payments or the issuance, sale, or administration of <br /> any bonds issued in connection with the District's program. <br /> 11. Cooperation. District agrees that its officers, agents and employees will cooperate <br /> with County by answering inquiries made to District by any person concerning District's special tax, <br /> fee, or assessment, and District agrees that its officers, agents and employees will not refer such <br /> individuals making inquiries to County officers or employees for response. <br /> 12. Assignment. District shall not assign or transfer this agreement or any interest herein <br /> and any such assignment or transfer or attempted assignment or transfer of this agreement or any <br /> interest herein by District shall be void and shall immediately and automatically terminate this <br /> agreement. <br /> 13. Term of Agreement. All existing agreements between the County and District <br /> pertaining to collection of taxes and special assessments by the County for the District shall be <br /> terminated upon the execution of this Agreement. This Agreement shall continue from year to year <br /> and shall be subject to cancellation by either party by giving written notice to the other party of <br /> cancellation prior to July 1st of the preceding fiscal year. <br /> 14. Waiver. County or District's waiver of breach of any one term, covenant, or other <br /> provision of this agreement, is not a waiver of breach of any other term, nor subsequent breach of the <br /> term or provision waived. <br /> IN WITNESS WHEREOF, the Parties hereto have signed this Agreement as of the day and <br /> year first above written. <br /> CITY OF SANTA MA , DISTRICT <br /> ATTEST: <br /> By: <br /> =t David Catazos <br /> Maria D. Huizar <br /> 3,_ Clerk of the Council Its: City Manager <br /> �� COUNTY OF ORANGE <br /> By: n v / Frank Davi, <br /> Por-t ' ti.k r^ a '., <br /> 3 <br />