[TAXING ENTITY] 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. Merger 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. No subsequent modification of this Agreement shall be valid unless it is in writing and signed by the parties. 7. Controlling 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 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: Juan Raigoza, Controller 555 County Center Redwood City, CA Facsimile 650 363 7888 In the case of [TAXING AGENCY], to: In the event that the facsimile transmission is not possible, notice shall be given both by mail and an overnight courier as outlined above.
[TAXING ENTITY] 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. Merger 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. No subsequent modification of this Agreement shall be valid unless it is in writing and signed by the parties. 7. Controlling 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 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: Juan Raigoza, Controller 555 County Center Redwood City, CA Facsimile 650 363 7888 In the case of [TAXING AGENCY], to: In the event that the facsimile transmission is not possible, notice shall be given both by mail and an overnight courier as outlined above.
Special%20Assessment%20Agreement_0.docx