Laserfiche WebLink
caused in whole or in part by any negligence of the SANTA ANA, or by their <br />respective officers, agents or employees, or by any act or omission for which <br />SANTA ANA, or their respective officers, agents or employees are liable without <br />fault. <br />h. INDEMNIFICATION BY COSTA MESA: COSTA MESA shall indemnify, <br />defend and hold SANTA ANA, its officers, agents and employees, harmless from <br />any expense, liability or claim for death, injury, loss, damage or expense to persons <br />or property which may arise or is claimed to have arisen as a result of any acts <br />performed by COSTA MESA, its officers, agents, or employees, with respect to <br />the Project, save and except to the extent such expense, liability or claim is <br />proximately caused in whole or in part by any negligence of the COSTA MESA, <br />or by their respective officers, agents or employees, or by any act or omission for <br />which COSTA MESA, or their respective officers, agents or employees are liable <br />without fault. <br />i. TERMINATION - Either Party may terminate this Agreement upon the other <br />Party's failure to comply with any tern or condition of this Agreement, as long as <br />the terminating party is not in default of any term or condition of this Agreement. <br />To initiate termination, the terminating party must provide the defaulting party with <br />a written "Notice of Termination" stating its intent to terminate and describing all <br />terms and conditions with which the defaulting party has failed to comply. If the <br />defaulting party has not remedied the default or not initiated good faith efforts to <br />remedy its default within thirty (30) days after receiving the Notice of Termination, <br />this Agreement will automatically terminate. This Agreement may also be <br />terminated upon the written mutual consent of both parties. <br />ENTIRE AGREEMENT - This Agreement constitutes the entire understanding and <br />agreement between the Parties and supersedes all previous negotiations between <br />them pertaining to the subject matter thereof. <br />RECOMMENDED FOR APPROVAL: RECOMMENDED FOR APPROVAL: <br />Fred Mousavipour <br />Executive Director <br />Public Works Agency <br />Ernesto Munoz, P.E. Public <br />Services Director <br />Page 5 of 12 <br />20B -45 <br />