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<br />4141352.1 9 <br /> <br /> <br />If to Zone 7: General Manager <br /> Zone 7 Water Agency <br />100 North Canyons Parkway <br />Livermore, CA 94551 <br /> <br />If to City: City Manager <br />City of Pleasanton <br />P.O. Box 520 <br />Pleasanton, CA 94566 <br /> <br /> <br />11. No Warranties; Discretion Preserved: <br /> <br />The scope of this agreement includes cost sharing and coordination principles in order to obtain an <br />initial feasibility analysis for the proposed Project. Neither Party has made a commitment to <br />pursue the Project, or to expend additional funds in pursuit of the Project. Each Party and its <br />governing board shall be responsible for exercising its own discretion in the evaluation of final <br />work product and recommendations, and each Party shall make an independent determination <br />regarding whether to proceed with future Phases. <br /> <br />12. Indemnification: <br />Zone 7 shall defend, indemnify, and hold harmless City and its officials, officers, and employees <br />from and against all claims, losses, damage, injury, and liability for damages arising from, or <br />alleged to have arisen from, errors, omissions, active or passive negligence or wrongful acts of <br />Zone 7 occurring under this Agreement. <br /> <br />City shall defend, indemnify, and hold harmless Zone 7 and its officials, officers, and employees <br />from and against all claims, losses, damage, injury, and liability for damages arising from, or <br />alleged to have arisen from, errors, omissions, active or passive negligence or wrongful acts of City <br />occurring under this Agreement. <br /> <br />13. Third Party Claim: <br />In the event of any third party claim relating to this Agreement, the Steering Committee and <br />Governing Boards shall determine how to proceed, however, it is agreed in the event a defense is <br />needed, both parties will share the costs equally. Both parties acknowledge these costs may exceed <br />the cost share limits described in Section 3, and acknowledge that in the event of a claim, the cost <br />share limits shall not apply in regard to resolving the claim. <br /> <br />14. Applicable Law and Venue: <br />The laws of the State of California shall govern the interpretation and enforcement of this <br />Agreement, and venue shall be the Alameda County Superior Court. <br /> <br />15. Electronic Signatures: <br />All parties consent to using DocuSign for this agreement. <br />Page 180 of 248