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this agreement, or other action taken by District in establishing a special tax, fee, or <br />assessment and implementing collection of special taxes, fees or assessments as <br />contemplated in this agreement <br />6 The County Auditor/Controller has not determined the validity of the taxes or <br />assessments to be collected pursuant to this contract, and the undersigned District hereby <br />assumes any and all responsibility for making such a determination The undersigned District <br />agrees to indemnify, defend and hold harmless the County and its authorized officers, <br />employees, agents and volunteers from any and all claims, actions, losses, damages, and/or <br />liability arising out of this contract or the imposition of the taxes or assessments collected <br />pursuant to this contract, and for any costs or expenses incurred by the County on account of <br />any claim therefore, except where such indemnification is prohibited by law If any judgment <br />is entered against County or any other indemnified party as a result of action taken to <br />implement this Agreement, District agrees that County may offset the amount of any judgment <br />paid by County or by any indemnified party from any monies collected by County on District's <br />behalf, including property taxes, special taxes, fees, or assessments. County may, but is not <br />required to, notify District of its intent to implement any offset authorized by this paragraph <br />7 District agrees that its officers, agents and employees will cooperate with <br />County by answenng inquiries made to District by any person concerning District's special tax, <br />fee, or assessment, and District agrees that is officers, agents and employees will not refer <br />such individuals making inquiries to County officers or employees for response <br />8 District shall not assign or transfer this agreement or any interest herein and <br />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 />9 This agreement shall be effective for the 2018-2019 fiscal year <br />10. Either party may terminate this agreement for any reason upon thirty days <br />written notice to the other party The County Auditor/Controller shall have the right to exercise <br />County's right and authority under this contract including the right to terminate the contract <br />11 County's waiver of breach of any one term, covenant, or other provision of this <br />agreement, is not a waiver of breach of any other term, nor subsequent breach of the term or <br />provision waived <br />12 Each person signing this agreement represents and warrants that he or she has <br />been fully authorized to do so <br />2of3 <br />AGCY FC <br />