25D - AGMT - COSTA MESA MACARTHUR IMPROVE

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5.0 of anything done or omitted to be done by SANTA ANA, Its officers, agents, employees or engineers under or in connection with any work, authority, or duties delegated to SANTA ANA under this Agreement. It is also understood and agreed that pursuant to Government Code section 895.4, SANTA ANA shall fully indemnify, defend and hold harmless COSTA MESA, its elected officials, officers, agents, employees and engineers from any liability imposed for any injury (as defined by Government Code section 810.8) occurring by reason of anything done or omitted to be done by SANTA ANA, its officers, agents, employees or engineers in connection with any work, authority, or duties delegated to SANTA ANA under this Agreement. GENERAL PROVISIONS 5.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any othercontract document appurtenant hereto, including exhibits to this Agreement. 5.2 Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: (a) at the time of delivery if such communication is sent by personal delivery, and (b) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. IF TO SANTA ANA City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Tel: (714) 647-5690 Attn: Fuad Sweiss, Executive Director IF TO COSTA MESA: City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 Tel: (714) 754-5291 Attn: Raja Sethuraman, Public Services Director 5.3 Attorneys' Fees. In any action or proceeding to enforce or interpret any provision of this Agreement, each party will bear its own attorneys' fees and costs. 5.4 Governina Law, This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. 25D-8