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caused in whole or in part by any negligence of the SANTA ANA, or by their respective officers, agents or employees, or by any act or omission for which SANTA ANA, or their respective officers, agents or employees are liable without fault. h. INDEMNIFICATION BY COSTA MESA: COSTA MESA shall indemnify, defend and hold SANTA ANA, its officers, agents and employees, harmless from any expense, liability or claim for death, injury, loss, damage or expense to persons or property which may arise or is claimed to have arisen as a result of any acts performed by COSTA MESA, its officers, agents, or employees, with respect to the Project, save and except to the extent such expense, liability or claim is proximately caused in whole or in part by any negligence of the COSTA MESA, or by their respective officers, agents or employees, or by any act or omission for which COSTA MESA, or their respective officers, agents or employees are liable without fault. i. TERMINATION - Either Party may terminate this Agreement upon the other Party's failure to comply with any term or condition of this Agreement, as long as the terminating party is not in default of any term or condition of this Agreement. To initiate termination, the terminating party must provide the defaulting party with a written "Notice of Termination" stating its intent to terminate and describing all terms and conditions with which the defaulting party has failed to comply. If the defaulting party has not remedied the default or not initiated good faith efforts to remedy its default within thirty (30) days after receiving the Notice of Termination, this Agreement will automatically terminate. This Agreement may also be terminated upon the written mutual consent of both parties. j. ENTIRE AGREEMENT - This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. fl Mousavipour cutive Director tic Works Agency APPROVAL: RECOMMENDED FOR APPROVAL: Ernesto Munoz, P.E. Public Services Director Page 5 of 12