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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 iiom <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 />TERMINATION - Either Party may terminate this Agreement upon the other <br />Party's failure to comply with any terns or condition of this Agreement, as long as <br />the terminating party is not in default of any torn 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 reoelving 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 />j, EN'T'IRE 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: <br />Fred'Mousavipour <br />Executive Director <br />Public Works Agency <br />James 0, Ross <br />Interim Public Services Director <br />Page S of 12 <br />20A-10 <br />OW <br />