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C. The City acknowledges that the District is undertaking design and construction of the Project. The <br />NPR/CC shall be designed substantially to conform with the scope of development attached hereto as <br />Exhibit A, and incorporated by reference. <br />2. Payment for Design of the MPR/CC. <br />A. The City shall pay for the cost to design the MPR/CC through the schematic design phase for a not to <br />exceed figure of Twenty-Five Thousand Dollars ($25,000). The City shall make payment within thirty (30) <br />days following receipt of a proper invoice evidencing the work performed. <br />B. The Architect has agreed to separately invoice for its design efforts for the MPR/CC so that the Parties can <br />determine the cost of those efforts as part of the design of the Project. <br />C. The Parties agree to take all reasonable actions to cooperate to enforce the provisions in this Agreement, <br />including this provision, if other third party agencies, including the State of California or the County of <br />Orange, attempt to interpret this Agreement, including these provisions, contrary to the language herein. <br />3. Record Drawings for MPR/CC. Upon completion of the schematic phase of design, District will provide to <br />City a set of record drawings of the MPR/CC and copies of all contractor-supplied use manuals and warranty <br />information, as applicable. <br />4. Termination. <br />A. Either Party may terminate this Agreement for its own convenience. In the event of a termination for <br />convenience by City or of a termination for convenience in accordance with 24 CFR 85.44, District may <br />invoice City and City shall pay its portion for all work and/or services performed until the City's notice of <br />termination for convenience. <br />B. If the City breaches this Agreement in any material way, the District may elect to provide written notice to <br />the City of the breach(es). If the City does not cure the breach(es) within ten (10) days of receipt of the <br />notice by paying all overdue funds, the District may terminate this Agreement by providing written notice <br />of termination to the City. City shall be liable to District for all costs, fees, expenses, and other damages <br />the District incurs because of the City's breach(es). <br />C. If the District breaches this Agreement in any material way, the City may elect to provide written notice to <br />the District of the breach(es). If the District does not cure the breach(es) within ten (10) days of receipt of <br />the notice, the City may terminate this Agreement by providing written notice of termination to the District. <br />District shall be liable to City for all costs, fees, expenses, and other damages the City incurs because of the <br />District's breach(es). <br />D. The remedies in this paragraph are in addition to any additional remedies available at law or under this <br />Agreement. A decision by a Party not to terminate this Agreement pursuant to this paragraph does not <br />constitute a waiver of any other claims or remedies that Party may have against the other. <br />5. Indemnification and Cooperation in Claim Defense. <br />A. District shall indemnify, save, protect, defend and hold harmless the City, its officers, agents and <br />employees from any and all claims, costs, and liability, including reasonable attorneys' fees, for any <br />damage, injury or death, to persons or property arising from the negligent or wrongful acts or omissions of <br />the District or its agents under this Agreement, except to the extent that such claims, costs, or liability arise <br />directly or indirectly from the negligent or wrongful acts or omissions of City, its officers, agents and <br />employees. <br />B. City shall indemnify, save, protect, defend and hold harmless the District, its officers, agents and <br />employees from any and all claims, costs and liability, including reasonable attorneys' fees, for any <br />Initial Financing Agreement - City of Santa Ana/SAUSD - MPR/CC Page 2