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where such expense, liability or claim is proximately caused in whole or in part by any act, <br />omission or negligence of CITY, its officers, agents and employees, or by any act or omission for <br />which CITY, its officers, agents and employees are liable without fault. <br /> <br /> 9. CITY shall require its contractors to provide performance and payment bonds for the <br />adjustment of IRWD Facilities and to guarantee the Project, including the adjustment of IRWD <br />Facilities, to be free from defects for a period of one year. CITY shall require that DISTRICT be <br />included as an additional insured on all insurance CITY requires its contractors to provide with <br />respect to the adjustment of IRWD Facilities. <br /> <br /> 10. DISTRICT shall have the right to terminate this Agreement, subject to the provisions <br />of this section. If DISTRICT terminates and IRWD Facilities adjustment is not accomplished or <br />completed, DISTRICT shall remain obligated for the actual amount of the Costs incurred by CITY <br />to the date of termination and any additional Costs resulting from said termination. <br /> <br /> 11. Any notice or other written instrument required or permitted by this Agreement shall <br />be deemed received when personally served or two (2) business days after being deposited in the <br />U.S. Mail, postage prepaid, registered or certified and addressed as follows: <br /> <br />DISTRICT: <br /> <br />Irvine Ranch Water District <br />15600 Sand Canyon Avenue <br />Irvine, CA 92718 <br />Atto: General Manager <br /> <br />CITY: <br /> <br />Executive Director of the Public Works Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M-21) <br />P.O. Box 1988 <br />Santa Ana, CA 92702 <br /> <br /> 15. This Agreement constitutes the entire Agreement between CITY and DISTRICT, <br />and supercedes any and all other agreements, oral or written, between the parties. This Agreement <br />may only be modified in writing signed by both parties. <br /> <br /> 16. This Agreement and all questions relating to its validity, interpretation, performance, <br />and enforcement shall be governed and construed in accordance with the laws of the State of <br />California. Both parties further agree that Orange County, California, shall be the venue for any <br />action or proceeding that may be brought or arise out of, in connection with or by reason of this <br />Agreement. <br /> <br /> 17. Any approval required to be given by either party pursuant to this Agreement, shall <br />be deemed given if no response to the party's request for such approval is received by the <br />requesting party within ten (10) days following the request for such approval. <br /> <br />Page 3 of 4 <br /> <br /> <br />