ORANGE COUNTY WATER DISTRICT (2)

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"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 City B. By OCWD: (1) OCWD shall defend, indemnify and hold City 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 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. 7. FUTURE WATER QUALITY TESTING AND REIMBUSEMENT BY OCWD 7.1 OCWD will reimburse to City the money paid by City to OCWD for design and construction of the Well #38 Treatment System within 120 days of confirmation of the following condition: If routine testing undertaken by OCWD shows that, for two consecutive quarters, a future Well #38 PFAS compound groundwater concentration is at or above 80% of a future state or federal MCL or at or above 80% of a current of future state Response Level. 7.2 Effective as of the date of cost reimbursement by OCWD to the City in the event that the condition described in Section 7.1 is confirmed by OCWD, the Well #38 Treatment System O&M and associated construction costs shall automatically be governed by the terms of the Original Agreement without the necessity of formally amending that Agreement Upon that occurrence, the terms and conditions of the Original Agreement shall be deemed to apply to Well#38 and shall be incorporated herein as if set forth in full hereat. 8. LEGAL SERVICES AGREEMENT. OCWD and City shall jointly and cooperatively work together in accounting for the Well #38 Treatment System cost and any impact it may have with the PFAS Legal Services Agreement both Parties have executed. 9. EXPIRATION AND TERMINATION. Notwithstanding Paragraph 7.2, this Agreement expires thirty years from the Effective Date. 10. NOTICE. Any notice, instrument, payment or document required to be given or delivered under this Agreement shall be given or delivered by personal delivery or by depositing the same in a United States Mail depository, first class postage prepaid, and addressed as set forth below. Notice under this Agreement may also be provided to such other address as any Party may direct in writing to the other. Service of any instrument or document given by mail will be deemed complete upon receipt if delivered personally, or forty eight (48) hours after deposit of such instrument or document in a United States mail depository, first class postage prepaid, and addressed as set forth above. Orange County Water District P.O. Box 8300 18700 Ward Street Fountain Valley, CA 92708 2629/02249M087 14979764.1 a08/02/21 -6-