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<br />to terminate, but for no more than 90 days beyond the filing of the notice of request for <br />mediation, unless otherwise agreed in writing by the parties. If mediation does not result <br />in an agreement acceptable to each party to this Agreement within the time provided <br />herein, the notice of intent to terminate shall be reinstated. The Metropolitan Board of <br />Directors shall act to approve or disapprove termination of this Agreement, and all of <br />Metropolitan's obligations hereunder shall terminate if approved, on or before the <br />ninetieth day following filing of the notice to terminate or, if mediation has been <br />requested as described above, the ninetieth day following the request for mediation (or <br />other date agreed in writing by the parties.) <br /> <br />10.5 Metropolitan and Santa Ana agree that should litigation or legislation brought forth or <br />sponsored by third parties result in changes to Existing Rate Structure, this Agreement <br />will continue in effect unless mutually agreed in writing by the parties. <br /> <br />10.6 Should Metropolitan and its member agencies agree on an altemative rate and revenue <br />stmcture that obviates the need for this section on Rate Structure Integrity, this section <br />shall be amended or deleted to conform to such action. <br /> <br />Section 11: Other Terms <br /> <br />11.1 Metropolitan and Santa Ana agree that each party shall be responsible for its own actions, <br />and the actions of its officers, employees and agents, in performing services under tillS <br />Agreement. Metropolitan and Santa Ana each agree to indemnify and hold the other <br />Party and its officers and agents harmless and agree to defend the other Party against any <br />claim or asserted liability arising ont of its actions, either ",illful or negligent, or the <br />actions of its officers, employees and agents, in perfoll11ing services pnrsuant to this <br />Agreement. Such indemnity will include any losses relating to any claim made, whether <br />or not a court action is filed, 8l1d will include attorney fees and administrative and <br />overhead costs related to or arising out of such claim or asserted liability. <br /> <br />11.2 S8l1ta Ana shall include the follov,ing language in its agreement with 8l1Y consultant or <br />contractor retained by Santa Ana to work on the Project: "(Consultant) agrees at its sole <br />cost and expense to protect, indemnity, defend, and hold harmless Metropolitan and its <br />Board of Directors, officers, representatives, agents and employees from and against any <br />and all claims and liability of any kind (including, but not limited to, any claims or <br />liability for injury or death to any person, d8111age to property, natural resources or to the <br />environment, or water quality problems) that arise out of or relate to S811ta Ana's <br />approval, construction, operation, repair or ownership of the Project. Such indemnity <br />shall include all d8l11ages and losses related to any claim made, whether or not a court <br />action is filed, and shall include attorneys fees, administrative and overhead costs, <br />engineering and consulting fees and all other costs related to or mising out of such claim <br />or asserted liability." <br /> <br />11.3 Santa Ana is solely responsible for any such actions arising under the California <br />Environmental Quality Act (Pub. Res. Code 92 I 000 et seq.). <br /> <br />S8l1ta Ana <br /> <br />7 <br /> <br />Agreement No. 9]623 <br />