MUNICIPAL WATER DISTRICT OF ORANGE COUNTY (12)

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Docuslgn Envelope ID:56F5B9B3-GE4D-4E2F-8071-A7EOFBAAD86B 9. independent Contractors 9.1. Any consultant engaged by MWDOC as contemplated in this Agreement will not be a party or third-party beneficiary to this Agreement and will not be an employee or agent of MWDOC or the City,either as a result of this Agreement or as a result of any professional services agreement between MWDOC and the consultant. The professional services agreement between MWDOC and any consultant engaged by MWDOC as contemplated in this Agreement will specify that the consultant is an independent contractor. It is understood that these consultants may be required to enter into confidentiality agreements with the City in the event these consultants require confidential information and/or critical infrastructure information from the City to perform a service. 10. Indemnification 10.1. When WUE Programs provided in the City's water service area require participants to sign an application form that contains a release, waiver, and/or indemnification,the application form shall specify that the release, waiver, and/or indemnification covers both MWDOC and the city. 10.2 To the extent that either Party performs any activities in connection with the programs or services provided as contemplated in this Agreement, each agrees to indemnify and hold the other harmless from any and all liability, claims, obligations, damages, and suits arising out of the activities it performs, excluding any loss or liability caused by the other Patty's sole willful conduct or active negligence in the performance of this Agreement. 10.3 To the extent a consultant is hired by the City to perform any activities in connection with the programs or services provided as contemplated in this Agreement, the City will require the consultant indemnify and hold MWDOC harmless frorn any and all liability, claims, obligations, damages, and suits arising out of the activities performed, excluding for MWDOC's sole willful conduct or active negligence, or otherwise ensure the agreement provides MWDOC the same indemnity and hold harmless obligation provided to the City. 11. Jurisdiction and Venue 11.1 In all matters concerning the validity, interpretation, performance, or effect of this Agreement, the laws of the State of California shall govern and be applicable. The Parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that venue of any action brought hereunder shall be in Orange County, California. 12. Joint Drafting 12.1 All Parties have participated in the drafting of this Agreement.The Agreement may be signed in counterpart to facilitate processing. 13. Electronic Signatures 13.1 Notwithstanding any grant obligation to the contrary, the Uniform Electronic Transactions Act, California Civil Code section 1633.1 et seq., authorizes Parties to conduct Page 12 of 14 5540I.00000143832934,1