ORANGE, COUNTY OF ENVIRONMENTAL HEALTH CARE AGENCY - 2002

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I I. ALTERATION OF TERMS 2 This Agreement, together with Exhibit A attached hereto and incorporated herein by reference, fully 3 expresses all understanding of COUNTY and CITY with respect to the subject matter of this Agreement, 4 and shall constitute the total Agreement between the parties for these purposes. No addition to, or 5 alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless made in 6 writing and formally approved and executed by the 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 11 action or otherwise, arising out of the acts or omissions of the indemnifying party, its officers, agents or 12 employees, or the condition of property used in the performance of this Agreement. Each party agrees to 13 provide the indemnifying party with written notification of any claim within thirty (30) days of notice 14 thereof, to allow the indemnifying party control over the defense and settlement of the claim, and to 15 cooperate with the indemnifying party in its defense. 16 17 III. NOTICES 18 A. Unless otherwise specified, all notices, claims, correspondence, reports and/or authorized or 19 required by this Agreement shall be effective when: 20 1. Written and deposited in the United States mail, first class postage prepaid and addressed as 21 follows: 22 CITY: 23 24 City Manager 25 20 Civic Center Plaza 26 Santa Ana, CA 92702 27 28 COUNTY: Health Officer 29 County of Orange 30 Health Care Agency 31 515 North Sycamore, 6th Floor 32 Santa Ana, CA 92701 33 2. Faxed, transmission confirmed; or 34 3. Accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel Service, of 35 other expedited delivery service. 36 B. Termination Notices shall be effective when written and deposited in the United States mail, 37 certified, return receipt requested, when faxed, transmission confirmed, or when accepted by U.S. Postal 3 of 8