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O <br /> Supplemental Agreement on the one hand, and the Basic Agreement, or any other <br /> prior Supplementary Agreement or Agreements on the other hand, the terms and <br /> conditions of this Fifth Supplemental Agreement shall govern. Except to the extent <br /> specified herein or modified hereby, all terms, conditions and provisions of the <br /> Basic Agreement, as previously supplemented, shall remain in full force and effect. <br /> 10. Successors. This Agreement, and the duties, obligations, and rights of the parties <br /> shall be binding upon, and inure to the benefit of, their successors. <br /> 11. Indemnification. Either Party purchasing Recycled Water produced from <br /> Secondary Effluent agrees to defend, indemnify, and hold the other Party harmless <br /> from and against any and all claims, demands, or liability associated with such <br /> purchase or the use of Recycled Water by the indemnifying Party or its retail <br /> customers; provided that City's obligations under this Section 11 do not apply to <br /> the extent that the claimants were exposed to water produced by DSRSD and <br /> delivered to the City by DERWA that did not meet or exceed the standards <br /> established by the California Department of Public Health according to Title 22 of <br /> the California Code of Regulations or successor regulations for non-potable water <br /> intended for unrestricted use. Except as the parties hereto may otherwise agree in <br /> writing, no Regional Funds shall be used to defend or satisfy any claims or costs <br /> associated with the purchase or the use of such Recycled Water by that Party or <br /> its retail customers. Notwithstanding any other provision of this Agreement, <br /> including section 12, the provisions of this Section 11 shall survive the termination <br /> of this Agreement. <br /> 12. Severability. Except as specified in the next sentence, the provisions of this <br /> Agreement are severable, such that if any paragraph, sentence, clause, phrase, or <br /> other provision of this Agreement, or the application thereof to either party, or to <br /> any other person or circumstance is, for any reason, held invalid or otherwise <br /> rendered ineffectual or unenforceable by a court of competent jurisdiction, said <br /> invalid portion shall be deemed severable and the remainder of the agreement or <br /> the application thereof to the other party or to other persons shall not be affected <br /> thereby. Notwithstanding the previous sentence, the provisions of Sections 3, 4, 7, <br /> Page 11 of 18 <br /> H:\Boarthl0-22-13spe\5th Supplemental\5th Supplemental F1NAL.Docx <br />