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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 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 pant 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 term 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 (3 0) 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 />j. 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 rnatter thereof. <br />Puiblic Works Agency <br />RECOMMENDED FOR APPROVAL: <br />Ernesto Munoz, P.E. <br />Services Director <br />Page 5 of 1.2 <br />20A-9 <br />