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9 <br />EBDA/LAVWMA Master Agreement July 1, 2021 <br />for adequate disposal, to isolate the two systems, and to protect each system from damage. In the <br />event that either Party makes or causes any significant change in the operation of its facilities that <br />would foreseeably affect the other, it shall advise the other either orally or in writing as soon as <br />such change is known. <br />In the event of an emergency requiring an immediate shut-down or isolation of either <br />EBDA’s or LAVWMA’s facilities, both Parties shall coordinate their operations and jointly take <br />the affected facility out of service to avoid or minimize damage to either Party’s facilities. <br />Each Party shall operate and maintain its respective system so as not to damage the other <br />Party’s system. Each Party shall hold the other free and harmless from all liability or damage <br />incurred by the other or by a third party as a direct and proximate result of any failure by such <br />Party to properly operate and maintain its system. <br />5.5 LAVWMA’s Failure to Interrupt Flow - Indemnification and Remedies. If LAVWMA <br />fails to interrupt flow immediately upon proper notification and request, LAVWMA shall <br />indemnify EBDA and the EBDA member agencies from all direct or consequential damages as <br />well as from any increased costs, including, but not limited to, increased operation and <br />maintenance costs for EBDA or its member agencies, and from any regulatory actions or third <br />party lawsuits and further provide legal defense for EBDA and its member agencies together with <br />all related costs thereto. In addition, and notwithstanding the remedies provided elsewhere in this <br />Amended and Restated Master Agreement, either Party may seek equitable relief against the other <br />for violation of this Amended and Restated Master Agreement. With respect to LAVWMA’s <br />responsibility to interrupt its flow upon proper notification and request, it is difficult, if not <br />impossible, to determine EBDA’s or EBDA’s member agencies’ direct or consequential damages <br />due to any failure of LAVWMA to interrupt its flow. Therefore, the Parties agree that a court of <br />DocuSign Envelope ID: 2015A7A9-8BAE-4CD6-9738-D2CFBB077285