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14. Representations Each Party represents that it is represented by legal counsel, that it has reviewed this Agreement and agrees that: a. This Agreement is legally enforceable; b. Payments made by City to OCWD pursuant to this Agreement are a legal use of City's funds; and, C. To the best of City's and OCWD's understanding, Metropolitan may legally recover the costs incurred by City pursuant to this Agreement in the water rates charged to Metropolitan's Member Agencies. 15. Legal Requirements OCWD shall secure and maintain all licenses or permits required by law and shall comply with all ordinances, laws, orders, rules, and regulations pertaining to the work authorized by this Agreement. 16. Guarantee and Warranty a. OCWD guarantees and warrants that, to the best of its understanding, the work OCWD and/or its consultants/subconsultants perform shall be performed and completed in accordance with generally accepted industry standards, practices, and principles applicable to the work. b. City and OCWD agree that Metropolitan's representatives shall at all times have access to the work funded by the FSA Agreement for purposes of inspecting same and determining that the work is being performed in accordance with the terms of this Agreement and the FSA Agreement, 17. Indemnity a. OCWD assumes all risk of injury to its employees, agents, consultants, sub - consultants, and contractors, including loss or damage to property, in the performance of this. Agreement, except for those losses due to City's or Metropolitan's negligence, recklessness or willful misconduct. b. OCWD shall defend, indemnify, and hold harmless City, its City Council, officers, employees, and agents from and against all claims, suits, or causes of action for injury to any person or damage to any property to the proportionate extent arising out of, pertaining to, or related to OCWD's and its participating entities', consultants', and sub -consultants' negligence, recklessness or willful misconduct in the performance of this Agreement. In addition, in the event that OCWD or any employee, agent, or subcontractor of OCWD providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, OCWD shall indemnify, defend, and hold harmless City for the payment of any employee 26291022499-0003 13498849.12.08101/19