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Lines and Equipment, and utility expenses of any kind. In the event any Participating Agency <br /> fails to maintain or repair its respective Components in conformity with the O &M Manual, and <br /> following the expiration of any applicable notice and cure periods, CMA reserves the right to: (i) <br /> perform any maintenance or repairs to the Participating Agency's Components necessary to <br /> comply with the standards established under the O &M Manual; (ii) recover from any <br /> Participating Agency any and all costs, plus interest at the legal rate, incurred by CMA in <br /> performing such maintenance or repairs; and (iii) deduct or set off any amounts owed by CMA to <br /> the Participating Agency from any legal source whatsoever after thirty (30) days prior written <br /> notice. Notwithstanding the foregoing, no Participating Agency shall be liable for the cost of <br /> Component repairs to the extent that such defects qualify for repair or replacement under the <br /> applicable manufacturers' warranty. <br /> 4.5 Operational Funding. <br /> The CMA shall use its Best Efforts to secure State and Federal funding to defray <br /> the Participating Agencies' operational expenses associated with such Participating Agency's <br /> participation in the Project and has secured operational funding for approximately two years <br /> following the Launch Date. The Participating Agencies acknowledge and agree that CMA does <br /> not guarantee that such funds will be secured or otherwise made available after the Launch Date. <br /> The Parties further acknowledge that funding commitments with respect to the operation and <br /> maintenance of the Project are subject to appropriation in accordance with each Party's <br /> respective legislative or administrative processes. <br /> ARTICLE V <br /> INDEMNIFICATION <br /> 5.1 Indemnification. <br /> Each Party agrees pursuant to Government Code Section 895.4, to indemnify, <br /> defend, and hold each of the other Parties, and their Affiliates (the "Indemnitees "), harmless <br /> from any Claim resulting from the negligence or willful misconduct of such Parties, and their <br /> Smarr OM - Version 2 -11- <br />