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SPONSORING PUBLIC ENTITIES, THEIR OFFICERS, DIRECTORS, AGENTS,
<br />FINANCIAL ADVISORS, ATTORNEYS, AND EMPLOYEES, AND THE UNDERWRITERS
<br />OF ANY SUCH OFFERING AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND
<br />AGENTS, AND ALL PERSONS WHO CONTROL THE SAME WITHIN THE MEANING OF
<br />THE FEDERAL SECURITIES LAWS, FROM AND AGAINST ALL CLAIMS THAT MAY
<br />ARISE AS A RESULT OF ANY UNDERTAKING, ACT, OR OMISSION, WHETHER
<br />NEGLIGENT OR NOT, WHICH IS DONE OR OMITTED TO BE DONE BY THAT
<br />SPONSORING PUBLIC ENTITY OR ANY OF ITS OFFICERS, COUNCIL MEMBERS,
<br />AGENTS, ATTORNEYS, OR EMPLOYEES, RELATING TO THE PROJECT OR
<br />PROVIDING INFORMATION FOR INCLUSION IN THE SALE AND OFFERING
<br />DOCUMENTS. IF ANY SUCH CLAIM IS BROUGHT AGAINST ANY SUCH
<br />INDEMNIFIED PERSON, THE INDEMNIFYING SPONSORING PUBLIC ENTITY SHALL
<br />PAY ALL COSTS INCURRED BY SUCH PERSON IN DEFENDING AGAINST THE
<br />CLAIM, AND (SUBJECT TO APPLICABLE RULES OF ATTORNEY CONDUCT) MAY
<br />CONTROL THE DEFENSE OF SUCH CLAIM.
<br />Section &14 Contract not for Benefit of Third Parties. This Contract is made for
<br />the exclusive benefit of the Sponsoring Public Entities, the Agency, the Trustee, the owners of
<br />the Bonds, the parties to any Credit Agreements, the underwriters of any offering of and
<br />remarketing agent and tender agent, if any, for any Bonds, and their respective successors and
<br />assigns herein permitted, and not for any third party or parties other than the Agency (including
<br />its officers, directors, employees, agents, and attorneys), the Trustee, the owners of the Bonds,
<br />the Sponsoring Public Entities, and the parties to any Credit Agreements, the underwriters of any
<br />offering of and remarketing agent and tender agent, if any, for any Bonds, the other persons
<br />indemnified by Section 8.13 hereof, and their respective successors and assigns herein permitted,
<br />any rights or remedies under or by reason of this Contract.
<br />Section &15 Succession and Aasimment. This Contract is binding on and inures
<br />to the benefit of the parties hereto and their respective successors, representatives, and assigns.
<br />This Contract may not be assigned by any party hereto without (i) complying with any
<br />provisions relating to the right of the parties to assign this Contract contained in the Bond
<br />Resolution and (ii) prior written notice to and approval by the other parties, which consent may
<br />be withheld without cause. The provisions of this Section do not affect the assignment of the
<br />Agency's rights under this Contract to the Trustee pursuant to Section 3.8.
<br />anths 16 = _„ lion of EMA stile Regta?ls. The recitals contained in the
<br />preamble hereof are hereby found to be true, and such recitals are hereby made a part of this
<br />Contract for all purposes and are adopted as a part of the judgment and findings of the Agency
<br />and the Sponsoring Public Entities.
<br />S WnL1 Iadeneadent ! e gr. As among the parties, the Agency
<br />shall be solely responsible for the operation of the Project to produce, withdraw, or divert and
<br />treat water and to transport the water to the Sponsoring Public Entities pursuant to this Contract
<br />(except to the extent the Agency and a Sponsoring Public Entity enter into agreements for the
<br />Sponsoring Public Entity to operate parts of the Project); and the Agency shall be an independent
<br />contractor in the operation of the Project.
<br />SOW= 818 Financing StateweRt. To the extent required by law, each of the
<br />Sponsoring Public Entities agrees it shall execute, at the request of the Agency or the Trustee, a
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