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California imposing certain tort liability jointly upon public entities solely by reason of such entities <br />being parties to an agreement as defined by Section 895 of said Code, the parties hereto, as between <br />themselves, pursuant to the authorization contained in Section 895.4 and 895.6 of said Code, will <br />each assume the full liability imposed upon it, or any of its officers, agents or employees by law for <br />injury caused by negligent or wrongful act or omission occurring in the performance of this <br />Agreement to the same extent that such liability would be imposed in the absence of Section 895.2 <br />of said Code. To achieve the above-stated purpose each party indemnifies and holds harmless the <br />other party for any loss, costs or expense that may be imposed upon such other party solely by <br />virtue of said Section 895.2. The provisions of Section 2778 of the California Civil Code are made <br />a part hereof as if fully set forth herein. <br />4. SEVERABILITY <br />If any term, provision, covenant or condition of this Agreement is held by a court of <br />competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall <br />continue in full force and effect unless the rights and obligations of the parties have been materially <br />altered or abridged by such invalidation, voiding or unenforceability. <br />TERMINATION <br />This Agreement may be terminated by the Agency upon sixty (60) days written notice of <br />termination. In such event, City shall be entitled to receive and the Agency shall pay City <br />compensation for all services performed by City prior to receipt of such notice of termination. <br />However, as a condition of such payment, the Executive Director may require City to deliver to the <br />Agency all work product completed as of such date, and in such case such work product shall be the <br />property of the Agency unless prohibited by law, and City consents to the Agency's use thereof for <br />such purposes as the Agency deems appropriate. <br />6. EFFECTIVE DATE OF AGREEMENT <br />This Agreement shall take effect from and after the date of adoption and approval by the <br />City and the Agency pursuant to official action of the governing bodies thereof and shall be <br />effective for a duration not to exceed the time necessary for the City to complete the work and for <br />the Agency to pay the City in full, unless terminated as set forth hereinabove. This Agreement shall <br />apply to all activities carried out by the City as set forth in Section 1 hereto. <br />7. BINDING ON SUCCESSORS <br />Unless terminated pursuant to section 5, this Agreement shall be binding on and shall inure <br />to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. <br />3 <br />23A-11