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agrees to indemnify Santa Ana from any and all such claims whether made by <br />way of civil litigation, arbitration or by the workers' compensation forum except <br />that USC shall not indemnify Santa Ana for any loss, damage, injury, or claim <br />arising from the willful acts or negligence of Santa Ana, its officers, employees or <br />agents. <br />11. Either party may terminate this Agreement at anytime, without cause upon 30 days <br />prior written notice. <br />12. The persons executing this Agreement on behalf of USC and Santa Ana warrant <br />that (i) they are duly authorized to execute and deliver this Agreement, (ii) <br />formally bound to the provisions of this Agreement, and (iii) the entering into this <br />Agreement does not violate any provisions of any other agreement to which the <br />party is bound. <br />IN WITNESS WHEREOF, the parties have executed and entered into this Agreement <br />by their authorized representatives. <br />DATED: <br />TY OF Santa Ana <br />David Ream <br />~~ <br />ATTES~~-~ <br />City Clerk <br />APPROVED AS IO FORM: <br />~r ( LLZI~i ~~~iLl/Vl ~~~v'~- <br />Paula Coleman, Assistant City Attorney <br />City Manager <br />AUTHORIZED SIGNATURE FOR <br />UNIVERSITY OF SOUTHERN <br />CALIFORNIA <br />(Name) o is ey <br />Senior Vice Presid <br />(Title) Administration <br />DATE: q- rc~-o g <br />4 <br />