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Alameda CTC Agreement No.A15-0027 <br /> employee thereof shall be responsible for any damage or liability occurring by reason of anything done or <br /> omitted to be done by AIAMEDA CTC under or in connection with any work,authority or jurisdiction <br /> delegated to AMAMiDA CIE under this AGREEMENT.It is also understood and agreed,pursuant to <br /> Government Code Section 895.4,AIAMEDA CTC shall fully defend,indemnify,and hold harmless <br /> RECIPIENT,and its governing body,elected officials,all its officers,agents,and employees from any liability <br /> imposed on RECIPIENT for injury(as defined in Government Code Section 810.8)occurring by reason of <br /> anything done or omitted to be done by AIAME.DA CTC under or in connection with any work,authority or <br /> jurisdiction delegated to Ai,WIEDA CTC under this AGRI•:ti.\IINt'. <br /> C. JURISDICTION AND VENUE <br /> The laws of the State of California will govern the validity of this AGREEMENT,its interpretation <br /> and performance,and any other claims related to it All legal actions arising out of this AGRI:MONT shall <br /> be brought in a court of competent jurisdiction in Alameda County,California and the parties hereto hereby <br /> waive inconvenience of forum as an objection or defense to such venue. <br /> D. ATTORNEYS'FEES <br /> Should it become necessary to enforce the terms of this AGREEMENT,the prevailing party <br /> shall be entided to recover reasonable expenses and attorneys'fees from the other party. <br /> E. TERM <br /> The term of this AGREEMI NT shall be from April 1,2015 to June 30,2016,unless amended or a new <br /> Master Programs Funding Agreement is executed with RECIPIENT,whichever date is earlier. <br /> F. SEVERABILI Y <br /> If any provision of this AGREEMENT is found by a court of competent jurisdiction or,if <br /> applicable,an arbitrator,to be unenforceable,such provision shall not affect the other provisions of the <br /> AGREEMENT,but such unenforceable provisions shall be deemed modified to the extent necessary to <br /> render it enforceable,preserving to the fullest extent permissible the intent of the parties set forth in this <br /> AGREEMENT. <br /> G. MODIFICATION <br /> This AGREEMENT,and its Exhibits,as well as the referenced AIAMI:DA CTC Implementation <br /> Guidelines,constitutes the entire AGREEMENT.This AGREEMENT may only be changed by a written <br /> amendment executed by both parties.Notwithstanding the foregoing,the Implementation Guidelines may be <br /> changed from time to time by AIAMEDA CTC. <br /> [Srgnaturea on next pool <br /> 9 of 10 <br />