(11)AR 061609 MOU/Riverside - Laserfiche WebLink

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defend and hold harmless the other Party from any costs incurred or suffered as a result of damage or injury to persons or property as a result of the other Party exercising its rights of ingress and egress. 13. Agreement Duration and Termination. 13.1 Duration. The commencement date of this Agreement shall be the date first written above. This Agreement shall have a duration of no longer than June 1, 2013, but may be cancelled, terminated, modified, or extended on mutual consent by Riverside and Colton. 13.2 Termination. Riverside, by notifying Colton in writing, shall have the right to terminate this Agreement upon thirty (30) days written notice to Colton in the event that Colton substantially fails to perform or materially breaches the Agreement. Failure to make any payments required under this Agreement shall be deemed to be a substantial breach or material failure. 14. Notices. Unless applicable law requires a different method of giving notice, any and all notices, demands or other communications required or desired to be given hereunder by any Party (hereafter, the "Notice") shall be in writing and shall be validly given or made to another Party if served personally or if deposited in the United States mail, certified or registered, postage prepaid or if transmitted by telegraph, telecopy or other electronic written transmission device. If the Notice is served personally, service shall be conclusively deemed made at the time of such personal service. If the Notice is given by mail, such shall be conclusively deemed given seventy-two (72) hours after the deposit thereof in the United States mail. If the Notice is sent by telegraph or if by other carrier service, the Notice shall be deemed given upon confirmation of delivery by the carrier. If the Notice is sent by an electronic transmission service, Notice shall be deemed given seventy-two (72) hours after sending the Notice, unless proof of earlier receipt is available. The Notice shall be addressed to the Party to whom such Notice is to be given as follows: To RIVERSIDE: Attn: Public Works Director CITY OF RIVERSIDE 3900 Main Street, Fifth Floor Riverside, CA 92522 To COLTON; Attn: Public Utilities Director CITY OF COLTON 650 North La Cadena Drive Colton, CA 92324 Any Party hereto may change its address for the purpose of receiving Notices as herein provided by a written Notice given in the manner aforesaid to the other Party hereto. 15. Indemnification. 15.1 Colton's Indemnification Obli atm Colton hereby agrees to indemnify, defend and hold Riverside, its council members, directors, officers, employees, agents, successors and assigns harmless from and against any and all claims, actions, costs, demands, lawsuits, causes of action, expenses (including attorneys' fees and court costs), liabilities, interest, taxes, penalties and any and all other damages (collectively, the "Claims") which any or all of them ever pays or is legally obligated to pay and which result from or arise out of, or in connection with the following events, unless such event 5