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designee,the City of Mountain View shall make progress payments to DOOLITTLE on behalf of <br /> the Network Participants for services rendered to conceptually design and develop an <br /> implementation strategy for a county wide public safety radio and data communications network. <br /> 4. Use of Funding:The City of Mountain View shall use any monies received under this agreement <br /> for the sole purpose of paying DOOLITTLE for professional services rendered pursuant to the <br /> agreement attached as Attachment"A"and only upon written authorization of the <br /> Communications Network Steering Committee or its designee <br /> 5. Accounting:No more than twice per fiscal year and only upon receipt of written request from the <br /> Communications Network Steering Committee,the City of Mountain View will provide an <br /> accounting of the monies paid from the Agency/Internal Trustee Account to DOOLITTLE for <br /> professional services rendered,the account balance and supporting documentation to the <br /> Communications Network Steering Committee. <br /> 6. Disposition of Any Remaining Funds:If funds totaling One Hundred Dollars ($100.00)or more <br /> remain in the agency account when the professional services agreement is terminated,then the <br /> City of Mountain View shall pay each Network Participant its proportionate share of the amount <br /> remaining. <br /> F. Indemnification <br /> In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between <br /> the Network Participants pursuant to Government Code Section 895.6,the Network Participants agree <br /> that all losses or liabilities incurred by any Network Participant.shall not be shared pro rata but <br /> instead each of the Network Participants agree that pursuant to Government Code Section 895.4,each <br /> of the Network Participants hereto shall fully indemnify and hold each of the other Network <br /> Participants,their officers,board members, employees and agents,harmless from any claim, expense <br /> or cost, damage or any liability arising out of the performance of this Agreement,payments made by <br /> the City of Mountain View to DOOLITTLE or the acts of the Communications Network Steering <br /> Committee. <br /> G. Notices <br /> All notices required by this Agreement will be deemed given when in writing and delivered <br /> personally or deposited in the United States mail,postage prepaid,return receipt requested,addressed <br /> to the other Network Participants at the addresses set forth on the signature pages of this Agreement <br /> or at such other address as the Network Participants may designate in writing in accordance with this <br /> section. <br /> H. Governing Law <br /> This Agreement has been executed and delivered in, and will be construed and enforced in <br /> accordance with,the laws.of the State of California. Proper venue for legal action regarding this <br /> Agreement will be in the County of Santa Clara. <br /> I. Severability <br /> If any provision of this Agreement is found by a court of competent jurisdiction to be void,invalid or <br /> unenforceable,the same will either be reformed to comply with the applicable law or stricken,if not <br /> so conformable,so as not to affect the validity or enforceability of this Agreement. <br /> 3 <br />