ORANGE COUNTY WATER DISTRICT -2017

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and industrial applications, and shall monitor the use of Project Water by Project Customers to safeguard against any misuse or improper application of Project Water by Project Customers. SECTION SEVEN: INDEMNITY AND INSURANCE 7.1 OCWD shall hold RETAILER. harmless from and against and shall indemnify RETAILER from any liability, loss, costs, expenses or damages however by reason of any injury (whether to body, property, or personal or business character or reputation) sustained by or to any person or property by reason of any act, neglect, default, or omission of OCWD or any of its agents, employees, or representatives, or caused by reason of the design, construction, operation or maintenance of the Project Facilities, or the distribution and sale to RETAILER for resale purposes herein of Project Water that does not meet the quality standards set forth in Title 22 of the California Administrative Code; provided, however, that OCWD shall not be responsible for the negligent operation, maintenance or repair of the Project Facilities within RETAILER'S service boundaries by RETAILER, the negligent operation, maintenance or repair by RETAILER, any Project Customer of Project Water distribution and storage facilities located on the lands of any Project Customer, and/or the misuse or misapplication of the Project Water on the Project Customer's side of the Project Water meter by any person, including RETAILER or any Project Customer. If RETAILER is sued in any court for damages by reason of any of the acts for which OCWD is required to indemnify RETAILER in this paragraph 7.1, including but not by way of limitation, damages arising out of a products liability claim, OCWD shall. defend said action (or cause same to be defended) at its own expense and shall pay and discharge any and all amounts of judgement that may be rendered in any such action. If OCWD fails or neglects to so defend in said action, RETAILER may defend the same and any expenses, including reasonable attorney's fees, which it may pay or incur in defending said action and the amount of any judgement which it may be required to pay shall be promptly reimbursed upon demand. Nothing herein is intended to nor shall it relieve RETAILER or any Project Customer from liability for its own willful acts or active negligence. 7.2 OCWD shall cause RETAILER to be named as an additional insured on OCWD's general liability policy of insurance with respect to the sale and distribution to RETAILER of Project Water within the service boundaries of RETAILER, and OCWD shall provide RETAILER. with certificates of insurance and endorsements evidencing such insurance coverage. 7.3 OCWD shall not commence nor permit any contractor or subcontractor to commence work or construction of any of the Project Facilities that are located within the service boundaries of RETAILER until OCWD has obtained, or has caused its contractors to obtain, comprehensive general liability insurance providing coverage for bodily injury, personal injury and property damage, and which shall include as additional insureds RETAILER, its City Council, Board Members, boards and commissions, officers, agents, vendors, and employees, but only while acting in their capacity as such and only as respects operations of the original named 11 of20