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SCAG or its employees, subcontractors or agents, in the course of providing the Digital Aerial Data; <br />(b) SCAG's breach of the terms of this Agreement; or (c) any claim that any of Digital Aerial Data <br />provided by SCAG infringes or misappropriates a third party's intellectual property rights. <br />The Local Agency agrees to indemnify and defend SCAG and OCCOG, their directors, officers and <br />employees, against all Liabilities to the extent such Liabilities arise out of or result, from: (a) the <br />negligent acts or omissions, the willful or intentional misconduct of Local Agency or its employees, <br />subcontractors or agents under this Agreement; or (b) Local Agency's breach of the terms of this <br />Agreement <br />8. Amendments <br />No alteration or deviation of the terms of this Agreement shall be valid unless made in writing and <br />properly executed by the Parties. <br />9. Notices <br />Any notice or notices required or permitted to be given pursuant to this Agreement may be personally <br />served on the other party by the party giving such notice, or may be served by certified mail, return receipt <br />requested, to the following addresses: <br />To SCAG: Basil Panas <br />Chief Financial Officer <br />Southern California Association of Governments <br />900 Wilshire Blvd., Suite 1700 <br />Los Angeles, CA 90017 <br />Phone: (213) 236-1817 <br />panas(ia,sca¢.ca. gov <br />To OCCOG: Marne Primmer <br />Executive Director <br />Orange County Council of Governments <br />3972 Barranca Pkwy., Suite J-127 <br />Irvine, CA 92606 <br />To Santa Ana: Kristine Ridge <br />City of Santa Ana <br />20 Civic Center Plaza <br />Santa Ana, CA 92701 <br />10. Force Majeure <br />No Parties shall be liable or deemed to be in default for any delay or failure in performance under this <br />Agreement or interruption of services resulting, directly or indirectly, from acts of God, civil or military <br />authority, acts of public enemy, war, strikes, labor disputes, pandemics, or any other similar cause beyond the <br />reasonable control of the Parties. <br />11. Entire Agreement <br />OCāž¢APl_Pa icipationAgreement_t7mal_20200630-CAO signed.dcexPage4 <br />