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c. A party's failure to insist on any instance(s) of any other party's performance of any <br />term(s) or conditions) of this Agreement shall not be construed as a waiver of the non - <br />enforcing party's right to such performance or to future performance of such term(s) or <br />condition(s), and the nonperforming party's obligation in respect thereto shall continue in <br />full force and effect. Changes to any portion of this Agreement shall not be binding upon <br />either party except when specifically confirmed in writing by way of a written amendment <br />to this Agreement between the parties and issued in accordance with the provisions of <br />this Agreement. <br />VIII. INSURANCE AND INDEMNIFICATION: <br />a. Each city shall jointly and severally indemnify, defend and hold harmless every other <br />city, it's officers, directors, employees and agents from and against any and all claims for <br />any loss or damages, bodily injuries, damage to, or loss of property caused by the <br />negligent acts, omissions or willful misconduct by that city, its officers, directors, <br />employees or agents in connection with or arising out of the performance of this <br />Agreement. <br />b. Each city shall maintain adequate levels of insurance, or self- insurance to assure full <br />indemnification of every other city. <br />IX. ADDITIONAL PROVISIONS: <br />a. Term of Agreement: This Agreement shall continue in full force and effect until <br />December 31, 2018. This Agreement may be extended at the mutual consent of all <br />parties in writing. <br />b. SANTA ANA, GARDEN GROVE, FOUNTAIN VALLEY and COSTA MESA hereto affirm <br />that they are authorized to execute this Agreement on behalf of said parties and that, by <br />so executing this agreement, the parties hereto are formally bound to the provisions of <br />this Agreement. <br />c. Severability: If any term, provision, covenant or condition of this Agreement is held to be <br />invalid, void or otherwise unenforceable, to any extent, by any court of competent <br />jurisdiction, the remainder of this Agreement shall not be affected thereby, and each <br />term, provision, covenant or condition of this Agreement shall be valid and enforceable <br />to the fullest extent permitted by law, <br />d. Counterparts of Agreement: This Agreement may be executed and delivered in any <br />number of counterparts, each of which, when executed and delivered shall be deemed <br />an original and all of which together shall constitute the same agreement. Facsimile and <br />electronic signatures will be permitted. <br />e. In the event that the project costs exceed the estimates submitted in the Project <br />Application as prepared, all parties agree to meet and determine project revisions to <br />meet the budget, or a revised funding proposal by the cities that shall be documented <br />and submitted in writing as a revision to the Agreement. <br />20B-7 <br />