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City of Santa Ana
<br />Agreement No.: D2202006
<br /> Project No.: 3010038-002C
<br />Page 29 of 49
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<br />Exhibit C
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<br />(b) If this Project includes modification of a river or stream channel, the Recipient must fully mitigate
<br />environmental impacts resulting from the modification. The Recipient must provide documentation that
<br />the environmental impacts resulting from such modification will be fully mitigated considering all of the
<br />impacts of the modification and any mitigation, environmental enhancement, and environmental benefit
<br />resulting from the Project, and whether, on balance, any environmental enhancement or benefit equals or
<br />exceeds any negative environmental impacts of the Project.
<br />C.3.16 Governing Law.
<br />This Agreement is governed by and shall be interpreted in accordance with the laws of the State of
<br />California.
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<br />C.3.17 Income Restrictions.
<br />The Recipient agrees that any refunds, rebates, credits, or other amounts (including any interest thereon)
<br />accruing to or received by the Recipient under this Agreement must be paid by the Recipient to the State
<br />Water Board, to the extent that they are properly allocable to costs for which the Recipient has been
<br />reimbursed by the State Water Board under this Agreement.
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<br />C.3.18 Indemnification and State Reviews.
<br />The parties agree that review or approval of Project plans and specifications by the State Water Board is
<br />for administrative purposes only, including conformity with application and eligibility criteria, and expressly
<br />not for the purposes of design defect review or construction feasibility, and does not relieve the Recipient
<br />of its responsibility to properly plan, design, construct, operate, and maintain the Project. To the extent
<br />permitted by law, the Recipient agrees to indemnify, defend, and hold harmless the State Water Board,
<br />the Bank, and any trustee, and their officers, employees, and agents for the Bonds, if any (collectively,
<br />"Indemnified Persons"), against any loss or liability arising out of any claim or action brought against any
<br />Indemnified Persons from and against any and all losses, claims, damages, liabilities, or expenses, of
<br />every conceivable kind, character, and nature whatsoever arising out of, resulting from, or in any way
<br />connected with (1) the System or the Project or the conditions, occupancy, use, possession, conduct, or
<br />management of, work done in or about, or the planning, design, acquisition, installation, or construction,
<br />of the System or the Project or any part thereof; (2) the carrying out of any of the transactions
<br />contemplated by this Agreement or any related document; (3) any violation of any applicable law, rule or
<br />regulation, any environmental law (including, without limitation, the Federal Comprehensive
<br />Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act,
<br />the California Hazardous Substance Account Act, the Federal Water Pollution Control Act, the Clean Air
<br />Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Safe Drinking Water
<br />Act, the California Hazardous Waste Control Law, and California Water Code Section 13304, and any
<br />successors to said laws), rule or regulation or the release of any toxic substance on or near the System or
<br />the Project; or (4) any untrue statement or alleged untrue statement of any material fact or omission or
<br />alleged omission to state a material fact necessary to make the statements required to be stated therein,
<br />in light of the circumstances under which they were made, not misleading with respect to any information
<br />provided by the Recipient for use in any disclosure document utilized in connection with any of the
<br />transactions contemplated by this Agreement, except those arising from the gross negligence or willful
<br />misconduct of the Indemnified Persons. The Recipient must also provide for the defense and
<br />indemnification of the Indemnified Persons in any contractual provision extending indemnity to the
<br />Recipient in any contract let for the performance of any work under this Agreement, and must cause the
<br />Indemnified Persons to be included within the scope of any provision for the indemnification and defense
<br />of the Recipient in any contract or subcontract. To the fullest extent permitted by law, the Recipient
<br />agrees to pay and discharge any judgment or award entered or made against Indemnified Persons with
<br />respect to any such claim or action, and any settlement, compromise or other voluntary resolution. The
<br />provisions of this section survive the term of this Agreement.
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