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A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK and understandings, oral or written, in connection therewith, between the parties hereto. This Contract may be modified or changed only upon the written consent of the parties hereto. ARTICLE 3.0-TIME OF PERFORMANCE The Contract shall begin on May 1, 2017, and end on April 30, 2020, unless otherwise terminated according to the provisions of the Contract.This Contract may be continued for three additional one year periods after the initial term unless either party shall give thirty (30) days' written notice prior to the expiration date. ARTICLE 4.0-OBLIGATIONS OF THE SOCIETY The obligations of the Society with respect to all the Services authorized pursuant to this Contract shall consist of the following: 4.1 LICENSES: The Society agrees to obtain and maintain throughout the terms of this Contract all such licenses as are required to do business in the State of Florida and in Indian River County, Florida, including, but not limited to, licenses required by the respective State Boards and other governmental agencies responsible for regulating and licensing the services provided and performed by the Society. 4.2 QUALIFIED PERSONNEL: The Society agrees that when the services to be provided and performed related to a professional service(s), which, under Florida Statutes, requires a license to practice such services, to employ and/or retain only qualified personnel to be in charge of all Services to be provided pursuant to this Contract. In carrying out the provisions of this Contract, all Society employees will be responsible only to the Board of Directors and/or management of the Society. Likewise, the Animal Control Officers employed by the County will be responsible only to and supervised by the Animal Control Director of the Department of Emergency Services. 4.3 STANDARDS OF PROFESSIONAL SERVICE: The Society agrees to provide and perform all services pursuant to this Contract in accordance with the laws,statutes, ordinances,codes, rules, regulations,and requirements of governmental agencies which regulate or have jurisdiction over the services to be provided and/or performed by the Society. 4.4 REPORTS:The Society will provide reports of animals handled monthly utilizing a form and format mutually agreed upon. This report will be delivered to the County no later than the 15th of each month following such service. 4.5 SOCIETY TO HOLD COUNTY HARMLESS:The Society shall be liable and agrees to be liable for,and shall indemnify,defend and hold the County harmless for any and all claims,suits,judgments or damages, losses and expenses including court costs, expert witness and professional consultation services, and attorney's fees arising out of the Society's errors, omissions,and/or negligence. The Society shall not be liable to, nor be required to indemnify the County for any portions of damages arising out of any error, omission,and/or negligence of the County, its employees, agents,or representatives. 4.6 COUNTY TO HOLD SOCIETY HARMLESS: The County shall be liable and agrees to be liable for, and shall indemnify, defend and hold the Society harmless for any and all claims, suits, judgments or damages, losses and expenses including court costs, expert witness and professional consultation 2