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<br />12. INDEMNIFICATION.
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<br />a. The Provider shall hold harmless, defend and indemnify the User, its officers,
<br />agents, volunteers and employees (hereinafter "User Indemnified Parties") from and against all
<br />liabilities, obligations, claims, damages, losses, actions, judgments, suits, costs and expenses that
<br />the Indemnified Parties shall incur or suffer resulting from or arising out of or in connection
<br />with: (i) any negligent act or omission or willful misconduct on the part of the Provider, its
<br />officers, agents, and employees, in the performance of this Agreement, or (ii) any personal injury
<br />or property damage resulting from the failure of Provider to provide recycled water of a quality
<br />nleeting the nlinimum applicable federal, state and local standards for irrigation of golf courses,
<br />or (iii) any act or omission relating to the production, handling, distribution, use or contact with
<br />the recycled water prior to it reaching the Golf Course.
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<br />b. The User shall hold harmless, defend and indemnify, the Provider, its Council
<br />members, officers, agents, volunteers and employees (hereinafter "Provider Indenlnified
<br />Parties") from and against all liabilities, obligations, clailns, damages, losses, actions, judgments,
<br />suits, costs and expenses that the Provider Indemnified Parties shall incur or suffer resulting from
<br />or arising out of or in connection with: (i) any negligent act or omission or willful misconduct on
<br />the part of the User, and its officers, agents, and employees, in the performance of this
<br />Agreenlent, or (ii) any act or omission relating to the handling, distribution, use or contact with
<br />the recycled water after it reaches the Golf Course.
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<br />c. Promptly following notice of any claim the Indemnified Party shall notifY the
<br />Indemnifying Party of such claim in writing. The Indemnifying Party shall thereafter defend
<br />against such clailn, in consultation with the Indemnified Party, including settlement on such
<br />terms as the Parties deem appropriate. The IndemnifYing Party shall select counsel of its choice.
<br />The Indemnified Party nlay also elect to have separate representation at its sole discretion and
<br />cost. If the Indenlnifying Party fails to promptly defend such claim, the Indemnified Party may
<br />defend the claim in any manner it deems appropriate and with counsel of its choice, including
<br />without limitation, settlement of the claim on terms the Indemnified Party deems appropriate,
<br />and may pursue renledies as may be available to the Indemnified Party against the Indemnifying
<br />Party.
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<br />d. The indemnification requirements of this Section shall survive termination of the
<br />Agreelnent.
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<br />13. AMENDMENTS. This Agreement is not subject to modification or amendment, except
<br />in writing as executed by both User and Provider, which writing shall expressly state that it is
<br />intended by the Parties to amend the terms and conditions of this Agreement.
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<br />14. CONTROLLING LAW. This Agreement and all matters relating to it shall be
<br />governed by the laws of the State of California.
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<br />15. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and
<br />agreement of the Parties and supersedes all discussions, negotiations or previous agreements
<br />between the Parties with respect to all or any part of the subject matter hereof.
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<br />Recycled Water Service Agreement
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<br />58404097 v2010960.0008
<br />8/7/06
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