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<br />CITY OF REDWOOD CITY agrees to indemnify and hold harmless the County, its officers,
<br />agents, and employees from all claims, suits, or actions of every name, kind, or description,
<br />brought for or on account of, the County's collection of the special assessments, including but
<br />not limited to the payment of any and all attorney's fees. CITY OF REDWOOD CITY shall
<br />have the right to select counselor to use its own counsel, in its discretion, in the County's
<br />defense. The duty of CITY OF REDWOOD CITY to indemnify and save harmless, as set forth
<br />herein, shall include the duty to defend as set forth in Section 2778 of the California Civil
<br />Code.
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<br />6. Mereer Clause
<br />This Agreement, including any exhibits attached hereto and incorporated herein by reference,
<br />constitutes the sole Agreement of the parties hereto with respect to the subject matter herein
<br />and correctly states the rights, duties, and obligations of each party as of this document's date.
<br />In the event that any term, condition, provision, requirement or specification set forth in this
<br />body of the agreement conflicts with or is inconsistent with any term, condition, provision,
<br />requirement or specification in any exhibit and/or attachment to this agreement, the provisions
<br />of this body of the agreement shall prevail. Any prior agreement, promises, negotiations, or
<br />representations between the parties not expressly stated in this document, including but not
<br />limited to the Initial Agreement, the 2003 Amended Agreement, and the 2009 Agreement, are
<br />not binding and are superseded. No subsequent modification of this Agreement shall be valid
<br />unless it is in writing and signed by the parties.
<br />
<br />7. Controlline Law and Venue
<br />The validity of this Agreement and of its terms or provisions, as well as the rights and duties of
<br />the parties hereunder, the interpretation, and performance of this Agreement shall be governed
<br />by the laws of the State of California. Any dispute arising out of this Agreement shall be
<br />venued either in the San Mateo County Superior Court or in the United States District Court for
<br />the Northern District of California.
<br />
<br />8. Notices
<br />Any notice, request, demand, or other communication required or permitted hereunder
<br />shall be deemed to be properly given when both (1) transmitted via facsimile to the
<br />telephone number listed below and (2) either deposited in the United State mail, postage
<br />prepaid, or when deposited for overnight delivery with an established overnight courier
<br />that provides a tracking number showing confirmation of receipt, for transmittal, charges
<br />prepaid, addressed to:
<br />
<br />In the case of County, to: Tom Huening, Controller
<br />555 County Center
<br />Redwood City, CA 94063
<br />Facsimile 650 363 7888
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<br />In the case of CITY OF REDWOOD CITY,
<br />To: 'prl ~ n Poon ~
<br />Post Office Box 391
<br />Redwood City, CA 94063
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