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10. <br /> <br />11. <br /> <br />12. <br /> <br />-4- <br /> <br />MODIFICATION OF CONTRACT <br /> <br />This agreement fully expresses the agreement between the participating entities. <br />Any modification, amendment, or alteration of the terms and conditions of this <br />agreement must be by means of a written document approved by all participating <br />entities. No oral conversation between any officer or employee of the <br />participating entities shall modify any of the terms and conditions of this <br />agreement. <br /> <br />INDEMNIFICATION <br /> <br />It is understood and agreed that pursuant to Government Code Section 895.4, <br />each entity (the "indemnitor") shall, to take extent permitted by law, defend, <br />indemnify and save harmless every other entity (the "indemnitee"), and its officers <br />and employees, from all claims, suits or actions of every name, kind and <br />description resulting from indernnitor's performance of the Agreement, excluding <br />any injuries, death, damage or liability resulting from the negligence or willful <br />misconduct of the inderrmitee, or its officers or employees. <br /> <br />BOOKS AND RECORDS <br /> <br />COUNTY shall maintain complete books and records of their activities concerning <br />this Agreement during the Construction of the Animal Shelter and for ongoing <br />operation costs. Each participating eni~ty, at its sole cost and expense, shall have <br />the right to inspect and/or audit of such books and record~ from time to time. <br />There shall be strict accountability of all funds and report of all receipts and <br />disbursements. <br /> <br />SEVERABILrrY <br /> <br />If any term or provision of this agreement shall to any extent, be determined by <br />a court of competent jurisdiction to be invalid or unenforceable, the remainder of <br />tkis agreement shall not be affected thereby, and each term and provision of this <br />agreement shall be valid. <br /> <br />TERM OF AGREEMENT <br /> <br />The term of this agreement will coincide with that of the issue term of the <br />construction financing bond as negotiated by the County to f'mance the <br />construction of the PROJECT, except that the equity interest set forth in Section <br />2, shall survive the term of this agreement. The term may be extended with the <br />written agreement of the partidpating entities. <br /> <br /> <br />