Agmt10 County of San Mateo for Collection of Special Taxes

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brought for or on account of, the County's collection of the special taxes, including but not limited to the payment of any and all attorney's fees. CITY OF REDWOOD CITY shall have the right to select counselor to use its own counsel, in its discretion, in the County's defense. The duty of CITY OF REDWOOD CITY to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code. 6. Mer2er Clause This Agreement, including any exhibits attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto with respect to the subject matter herein and correctly states the rights, duties, and obligations of each party as of this document's date. In the event that any term, condition, provision, requirement or specification set forth in this body of the agreement conflicts with or is inconsistent with any term, condition, provision, requirement or specification in any exhibit and/or attachment to this agreement, the provisions of this body of the agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document, including but not limited to the Initial Agreement, the 2003 Amended Agreement, and the 2009 Agreement, are not binding and are superseded. No subsequent modification of this Agreement shall be valid unless it is in writing and signed by the parties. 7. Controllin2 Law and Venue The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California. Any dispute arising out of this Agreement shall be venued either in the San Mateo County Superior Court or in the United States District Court for the Northern District of California. 8. Notices Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when both (1) transmitted via facsimile to the telephone number listed below and (2) either deposited in the United State mail, postage prepaid, or when deposited for overnight delivery with an established overnight courier that provides a tracking number showing confirmation of receipt, for transmittal, charges prepaid, addressed to: In the case of County, to: Tom Huening, Controller 555 County Center Redwood City, CA 94063 Facsimile 650 363 7888 In the case of CITY OF REDWOOD CITY, To: l3 r', C\ ('\ ?~ \" :tY 1017 Middlefield Road Redwood City, CA 94063 In the event that the facsimile transmission is not possible, notice shall be given both by United States mail and an overnight courier as outlined above. - 3 -