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legality of this Agreement or any acts arising out of the performance or implementation of this
<br />AGREEMENT.
<br />5.4. OCWD Indemnification. OCWD shall defend, indemnify and hold CITY, its
<br />officers, directors, employees and representatives, harmless from and against any and all actions,
<br />suits, claims, demands, judgments, attorney's fees, costs, damages to person or property, losses,
<br />penalties, obligations, expenses or liabilities (collectively, "Costs ") that may be asserted or
<br />claimed by any person or entity arising out of the performance or implementation of this
<br />AGREEMENT by OCWD or its officers, directors, employees or representatives. OCWD shall
<br />also defend, indemnify and hold CITY, its officers, directors, employees and representatives
<br />harmless from and against any and all Costs that may be asserted or claimed by any person in
<br />any administrative or judicial challenge to the legality of this Agreement or any acts arising out
<br />of the performance or implementation of this AGREEMENT.
<br />5.5. Successors and Assigns. All of the terms, conditions and provisions of this
<br />AGREEMENT shall inure to the benefit of, and be binding upon, OCWD, CITY, and their
<br />respective successors and assigns.
<br />5.6. No Implied Waivers. In the event that any tern, condition or provision of this
<br />AGREEMENT should be breached by either party and thereafter waived by the other party, such
<br />waiver shall be limited to the specific breach so waived, and shall not be deemed either to be a
<br />continual waiver or to waive any other breach under this AGREEMENT.
<br />5.7. No Representation or Warranty. OCWD and CITY each acknowledges that
<br />neither party, nor any of its respective officers, employees, agents or representatives, has made
<br />any written or oral representation, promise or warranty, express or implied, regarding any matter
<br />that is the subject of this AGREEMENT, other than as expressly set forth herein.
<br />5.8. No Obligation to Third Parties. The approval, execution and performance of this
<br />AGREEMENT shall not be deemed to confer any rights upon any person or entity other than
<br />OCWD and CITY. There are no third party beneficiaries to this AGREEMENT.
<br />5.9. Nature of Relationship. This AGREEMENT shall not create, and shall not be
<br />construed or deemed to create, any agency, partnership, joint venture, landlord- tenant or other
<br />relationship between OCWD and the CITY.
<br />5.10. Integration, Construction and Amendment. This AGREEMENT represents the
<br />entire understanding of OCWD and the CITY as to those matters contained herein. No prior oral
<br />or written understanding shall be of any force or effect with respect to those matters covered by
<br />this AGREEMENT. This AGREEMENT shall be construed as if drafted by both OCWD and
<br />CITY. This AGREEMENT may not be modified, altered or amended except in writing signed
<br />by authorized representatives of both OCWD and CITY.
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