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time during normal business hours upon 48 hours notice to the City. At its cost, OCWD shall
<br />have the right to audit the books, records and accounts of the City relating to its performance of
<br />this Agreement no more than once annually, and the City shall provide reasonable cooperation to
<br />OCWD in this regard.
<br />4.5. Indemnification.
<br />The City shall defend, indemnify and hold OCWD, its officers, directors, employees and
<br />representatives, harmless from and against any and all actions, suits, claims, demands,
<br />judgments, attorney's fees, costs, damages to person or property, losses, penalties, obligations,
<br />expenses or liabilities (collectively, "Costs ") that may be asserted or claimed by any person or
<br />entity arising out of the performance or implementation of this Agreement by City or its officers,
<br />directors, employees or representatives, or the distribution or use of any water produced from
<br />Well 32 or Well No. 36 or Well No. 39. The City shall also defend, indemnify and hold OCWD,
<br />its officers, directors, employees and representatives harmless from and against any and all Costs
<br />that may be asserted or claimed by any person in any administrative or judicial challenge to the
<br />legality or validity of this Agreement or any exemption under Section 38.1 from payment of the
<br />BEA on any portion of the water produced from Well 32, or to any act or determination
<br />(including any finding under Section 38.1 of the OCWD Act or the California Environmental
<br />Quality Act) leading up to or in connection with such a BEA exemption or this Agreement.
<br />4.6. 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, the City, and their
<br />respective successors and assigns.
<br />4.7. No Implied Waivers. In the event that any term, 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 />4.8. No Representation or Warranty. OCWD and the 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 />4.9. 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 OCWD
<br />and the City. There are no third party beneficiaries to this Agreement.
<br />4.10. 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 />4.11. Integration Construction and Amendment. This Agreement represents the entire
<br />understanding of OCWD and the City as to those matters contained herein. No prior oral or
<br />written understanding shall be of any force or effect with respect to those matters covered by this
<br />Agreement. This Agreement shall be construed as if drafted by both OCWD and the City. This
<br />City of Santa Ana Agcament _
<br />xxxxxx,I a0S/02/13 —6
<br />XXXXX.1
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