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caused in whole or in part by any negligence or willful misconduct of IRWD, its officers, agents <br />or employees or by any act or omission for which IRWD, its officers, agents or employees are <br />liable without fault. <br />-IRWD shall indemnify, defend and hold CITY, its officers; agents, and employees, <br />harmless from any expense, liability or claim for death, injury, loss, damage or expense to <br />persons or property which may arise or is claimed to have arisen either (i) as a result of any act <br />performed by IRWD, its officers, agents, or employees, with respect to the construction of the <br />IRWD FACILITIES, or (ii) following IRWD acceptance of the IRWD FACILITIES, with <br />respect to maintenance and operation of the IRWD FACILITIES, save and except to the extent <br />such death, injury, loss, damage or expense is determined by a court of competent jurisdiction to <br />have been proximately caused in whole or in part by any negligence or willful misconduct of <br />CITY, its officers, agents or employees, or by any act or omission for which CITY, its officers, <br />agents or employees are liable without fault. <br />SECTION 17. CITY shall cause its contractors for the construction of IRWD <br />FACILITIES to obtain insurance coverage sufficiently broad to insure the matters set forth in <br />this Agreement and to include IRWD as an additional insured on all insurance policies that CITY <br />requires its contractors to provide. As evidence of such insurance coverage, CITY shall, prior to <br />commencement of construction of the IRWD FACILITIES, provide IRWD with certificates of <br />insurance and insurance endorsements in forms that are acceptable to IRWD. <br />SECTION 18. Either party shall have the right, upon written notice to the other which <br />shall become effective five (5) days after receipt pursuant to Section 19, to terminate any <br />Addendum and thereby delete the respective Project from.this Agreement at any time, subject to <br />the provisions of this section. If at the request or direction of a party other than CITY, including <br />IRWD, the IRWD FACILITIES construction is not accomplished or completed, IRWD shall <br />remain obligated for the actual amount of any Costs incurred by CITY for the items set forth in <br />Section 11 above to the date of termination or incurred after the date of termination for work <br />necessary to close or leave the IRWD FACILITIES-related work in a safe condition. <br />C. MISCELLANEOUS <br />SECTION 19. Any notice or other written instrument required or permitted by this <br />Agreement to be given to either party shall be deemed received when personally served or <br />twenty-four (24) hours after being deposited in the U.S. Mail, postage prepaid, registered or <br />certified and addressed as follows: <br />Revised 12/22/04 <br />-6- <br />