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agreement, or other action taken by City in establishing a special tax, fee, or assessment and <br />implementing collection of special taxes, fees or assessments as contemplated in this <br />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 City hereby <br />assumes any and all responsibility for making such a determination. The undersigned City <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, City 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 City's <br />behalf, including property taxes, special taxes, fees, or assessments. County may, but is not <br />required to, notify City of its intent to implement any offset authorized by this paragraph. <br />7. City agrees that its officers, agents and employees will cooperate with County <br />by answering inquiries made to City by any person concerning City's special tax, fee, or <br />assessment, and City agrees that is officers, agents, and employees will not refer such <br />individuals making inquiries to County officers or employees for response. <br />8. City shall not assign or transfer this agreement or any interest herein and any <br />such assignment or transfer or attempted assignment or transfer of this agreement or any <br />interest herein by City shall be void and shall immediately and automatically terminate this <br />agreement <br />9. This agreement shall be effective for the 2022-23 fiscal year. <br />10. Either party may terminate this agreement for any reason upon 30 days written <br />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 />2 of 3 <br />AGCY <br />