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3. REPAIR FUNDING. District and City shall equally split the cost of the needed repairs. Each Party shall pay
<br />half of the estimated repair of the basketball courts. A proposed scope of work, including an estimate of all costs is
<br />attached hereto as Exhibit B. District will manage the bidding and construction of the court renovation project. The
<br />City will reimburse the District for the removal of the existing surface, re-pavement, color coating and striping of
<br />the basketball courts. The 50% reimbursement requirement of the City shall not exceed Seventy Thousand Dollars
<br />($70,000).
<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 />damage, injury or death, to persons or property arising from the negligent or wrongful acts or omissions of
<br />the City 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 District, its officers, agents and
<br />employees.
<br />6. ENVIRONMENTAL REVIEW. The District shall be responsible for ensuring compliance with the California
<br />Environmental Quality Act and any other applicable environmental laws with regard to the Significant Repairs.
<br />7. CONFIDENTIALITY. If either Party receives from the other Party information which due to the nature of that
<br />information is reasonably understood to be confidential and/or proprietary, the Parties agree that they shall not use
<br />or disclose that information except in the performance of this Agreement, and further agrees to exercise the same
<br />degree of care it uses to protect its own information of like importance, but in no event less than reasonable care.
<br />"Confidential Information" shall include all nonpublic information. Confidential information includes not only
<br />written information, but also information transferred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either Party by any subsidiary and/or agent of the other Party is covered by this Agreement.
<br />The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been
<br />disclosed in publicly available sources; (b) is, through no fault of the Parties disclosed in a publicly available source;
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