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conditions to such contract. Santa Ana shall promptly review and respond to <br />proposed change order(s) within five (5) working days of receipt by Santa Ana. <br />Santa Ana shall not unreasonably withhold written approval of any such change <br />order. Santa Ana's payment rights and obligations for any change order shall <br />otherwise be as provided in paragraph 3 above. <br />5. Santa Ana shall issue a no fee permit and provide inspection for the construction <br />of the Improvements at no cost to Irvine. <br />6. Irvine and Santa Ana shall extend cooperation to each other during construction <br />of the Improvements to facilitate timely completion of both the Improvements and <br />the Project. <br />7. Irvine shall provide Santa Ana final record drawings for the project within 60 <br />days of the completion and acceptance of construction. <br />8. Any controversy or claim arising out of this Agreement or alleged breach thereof <br />shall first be resolved through voluntary mediation or as otherwise mutually <br />agreed upon in writing by the City Manager of Irvine or designee and the City <br />Manager of Santa Ana or designee. Said City Managers or their designees shall be <br />the selected representatives of each Party to act on each respective Party's behalf <br />with respect to this Agreement. <br />9. Irvine and Santa Ana shall indemnify each other, defend and hold each other's <br />councilmembers, officers, officials, employees, agents, and representatives <br />harmless from and against any and all actions, claims, demands, judgments, <br />attorneys fees, costs, damage to persons or property, penalties, obligations, <br />expenses or liabilities (collectively, "claims") that may be asserted or claimed by <br />any person or entity arising out of, or in connection with, the construction of the <br />Improvements, except to the extent such claims arise out of a Party's willful or <br />negligent acts or omissions. <br />10. This Agreement shall commence upon execution by both Parties, and shall <br />continue in full force and effect until Project completion or through June 30, 2011 <br />whichever comes first, as mutually agreed to by both Parties. Final payment shall <br />not be made unless and until Santa Ana has received final Record Drawings from <br />Irvine. <br />11. The following staff members, or as otherwise designated in writing by the City <br />Manager of Santa Ana or the City Manager of Irvine, shall be the selected <br />representatives of each Party to act on each respective Party's behalf with respect <br />to this Agreement. Every notice, demand, request, or other document or <br />instrument delivered pursuant to this Agreement shall be in writing, and shall <br />either be personally delivered, sent via e-mail with the original subsequently <br />delivered by any other means authorized herein, or sent by certified United States <br />mail, postage prepaid, to the representative and address set forth below, or such <br />other address as the Parties may designate in the future: <br />-3- <br />