ORANGE COUNTY WATER DISTRICT (OCWD)

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insurance coverage shall be furnished to OCWD prior to OCWD or Producer commencing construction on a Treatment System. If the Producer is, or becomes, partially or fully self -insured for its public liabilities, a letter executed by the Producer's Chief Executive stating the Producer's self -insured status and acknowledging its responsibility to indemnify OCWD as required in this Agreement, may be furnished in lieu of the insurance endorsement otherwise required herein. The Producer shall provide written notice to OCWD of any change in the Producer's insured or self - insured status within 30 days of the date of such change. 7.2 Indemnity. A. By Producer: (1) Each Producer shall defend, indemnify and hold OCWD, harmless from and against any and all actions, suits, claims, demands, judgments, attorney's fees, costs, damages to person or property, losses, penalties, obligations, expenses or liabilities (collectively, "Claims") that may be asserted or claimed by any third party arising out of the negligent or reckless performance or implementation of this Agreement by Producer except for Claims arising out of or relating to the design or construction of a Treatment System where OCWD designed or constructed the Treatment System. (2) Producer shall indemnify, defend and hold OCWD harmless from any liability, or regulatory enforcement attributable, in whole or in part, to Producer's failure to properly operate and maintain the Treatment System and Impacted Wells. B. By OCWD: (1) OCWD shall defend, indemnify and hold each Producer harmless from and against any and all Claims that may be asserted or claimed by any third party arising out of the negligent or reckless performance or implementation of this Agreement by OCWD, except for Claims arising out of or relating to the design or construction of a Treatment System where the Producer designed or constructed the Treatment System. 7.3 Release and Hold Harmless. A. Producers' Release of OCWD. (1) Producers, and each of them, hereby release OCWD, its officers, directors, employees, agents and representatives, from any and all liability, known or unknown, arising out of, or otherwise attributable to the discovery and/or presence of PFAS in the Santa Ana River, the Basin, Producers' Water Producing Facilities, and Producers' potable or non - potable water system, before, during or after treatment. Such release shall include, but is not limited to, claims or litigation initiated by third parties against a Producer or OCWD, and any other legal, administrative, or regulatory actions associated with OCWD's performance of its obligations under this Agreement (unless attributable to OCWD's sole active negligence or willful misconduct during such performance). B. OCWD's Release of Producers. 2629/022499-0087 14979764.1 a04A720 -13-