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agents from and against any and all actions, damages, liability or claims for death, injury, loss,
<br />damage or expense to persons or property arising from or related to, or claimed to have arisen
<br />from or be related to, the Diversion Structure, the Facilities and/or the Project or implementation
<br />of this Agreement, including claims or liability associated with SANTA ANA's responsibilities
<br />herein, including but not limited to, environmental compliance, design, construction,
<br />replacement, use, operation, maintenance, and/ or repair, of the segment of Channel impacted by
<br />the Project, the Diversion Structure, and/or the Facilities, or resulting from SANTA ANA's
<br />breach of its obligations trader the Agreement, except to the extent such actions, damages,
<br />claims, losses, expenses or liabilities have arisen from or relate to the willful misconduct or
<br />negligent acts of the indemnified Party, or result from such Party's breach of its obligation(s)
<br />under the Agreement.
<br />8.3 Each of the Parties, other than SANTA ANA and OCWD, shall assume the defense of,
<br />indemnify and hold harmless the other Parties and 7WA, and each of their elected or appointed
<br />officers, employees, officials, volunteers and agents from and against any and all actions,
<br />damages, liability or claims for death, injury, loss, damage or expense to persons or property
<br />arising from or related to, or claimed to have arisen from or be related to, the willful misconduct
<br />or negligent acts or omissions of, or result from the breach of this Agreement by, such Party in
<br />connection with its participation in the Project or use of the Diversion Structure or other
<br />component of the Facilities, except to the extent such actions, damages, claims, losses, expenses
<br />or liabilities have arisen from the willful misconduct or negligent acts or omissions of, or result
<br />from the breach of this Agreement by, the indemnified Party. If judgment is entered against all
<br />the Parties by a court of competent jurisdiction because of the concurrent active negligence or
<br />improper acts of one or more Parties, the Parties agree that liability will be apportioned as
<br />determined by the court. No Patty shall request a jury apportionment.
<br />8.4 To the fullest extent permitted by law, each of the Parties other than IRWD, shall defend,
<br />indemnify, protect, and hold harmless OCWD, its officers, agents, employees, and independent
<br />contractors (OCWD Indemnitees) from and against any and all liabilities, actions, suits, claims,
<br />demands, losses, costs, tortious, contractual, condemnation, inverse condemnation, judgments,
<br />arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal
<br />costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from
<br />injuries to or death of persons, for damage to property, or liability of any kind or nature which
<br />OCWD Indemnities may sustain or incur upon them or any of them as a result of, arising out of,
<br />or in any way connected with this Agreement, use, operation, maintenance, replacement, and/ or
<br />repair of improvements, the segment of Channel in association with the Project, the Diversion
<br />Structure, and Facilities or portions thereof, from any violation of any federal, state, or local law
<br />or ordinance, except to the extent such Claims are alleged to be proximately caused by the
<br />negligent acts, omissions or willful misconduct of OCWD Indemnities in connection with or
<br />arising out of this Agreement, or the performance or breach of this Agreement or the O&M
<br />Manual.
<br />SECTION 9
<br />HAZARDOUS MATERIAL
<br />"HM -1" is defined as hazardous material (including, but not limited to, hazardous waste) that
<br />may require removal and disposal pursuant to federal or state law existing prior to the Project
<br />Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 30 of 69
<br />20C-36
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