Item 18 - Master Reimbursement Agreement with Orange County Sanitation District

Home Browse Search

8. Indemnification. Each Party shall indemnify, defend, and hold the other Party (its officials, officers, employees, agents, consultants, and contractors) free and harmless from any and all claims (demands, causes of action, costs, expenses, liabilities, losses, damages or injuries in law or in equity to property or persons including wrongful death) in any manner arising out of or incident to any negligent acts or omissions or willful misconduct of the indemnifying Party (its officials, officers, employees, agents, consultants, or contractors) in the performance of the indemnifying Party's obligations under this Agreement (including the payment of all reasonable attorneys' fees). 9. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof: CITY: OC SAN: City of Santa Ana Orange County Sanitation District 20 Civic Center Plaza, M-21 18480 Bandilier Circle Santa Ana, CA 92701 Fountain Valley, CA 92708 Attn: City Clerk Attn: Clerk of the Board 10. Force Maieure. Neither Party will be liable for any delays or other non- performance resulting from circumstances or causes beyond its reasonable control (including without limitation fire or other casualty, act of God, strike or labor dispute, war or other violence, acts of third parties, or any law, order, or requirement of any governmental agency or authority other than the Parties). 11. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or Federal court situated in the County of Orange, State of California. 12. Entire Agreement. This Agreement represents the entire understanding of the Parties as to those matters contained herein; and supersedes and cancels any prior or contemporaneous oral or written understanding, promises, or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein; and that any other agreements shall be void. This is an integrated Agreement. 13. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and Page 4 of 7 55880.00002\43166451.1