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City of Redwood City
<br />Agreement No. D1712655
<br />Page 21 of 28
<br />(b) This clause does not preclude consideration of legal questions, provided that nothing herein shall
<br />be construed to make final the decision of the State Water Board, or any official or representative
<br />thereof, on any question of law.
<br />(c) The Recipient shall continue with the responsibilities under this Agreement during any dispute.
<br />C-13. Financial Management System and Standards
<br />The Recipient agrees to comply with federal standards for financial management systems. The Recipient
<br />agrees that, at a minimum, its fiscal control and accounting procedures will be sufficient to permit
<br />preparation of reports required by the federal or state government and tracking of Project Costs to a level
<br />of expenditure adequate to establish that such Grant Funds have not been used in violation of federal or
<br />state laws or the terms of this Agreement.
<br />C-14. Governing Law
<br />This Agreement is governed by and shall be interpreted in accordance with the laws of the State of
<br />California.
<br />C-15. Income Restrictions
<br />The Recipient agrees that any refunds, rebates, credits, or other amounts (including any interest thereon)
<br />accruing to or received by the Recipient under this Agreement shall be paid by the Recipient to the State
<br />Water Board, to the extent that they are properly allocable to Project Costs for which the Recipient has
<br />been reimbursed by the State Water Board under this Agreement.
<br />C-16. Indemnification and State Reviews
<br />The parties agree that review or approval of Project documents by the State Water Board is for
<br />administrative purposes only, including conformity with application and eligibility criteria, and expressly
<br />not for the purposes of design defect review or construction feasibility, and does not relieve the Recipient
<br />of its responsibility to properly plan, design, construct, operate, and maintain the Project. To the extent
<br />permitted by law, the Recipient agrees to indemnify, defend, and hold harmless the State Water Board,
<br />and its officers, employees, and agents (collectively, "Indemnified Persons"), against any loss or liability
<br />arising out of any claim or action brought against any Indemnified Persons from and against any and all
<br />losses, claims, damages, liabilities, or expenses, of every conceivable kind, character, and nature
<br />whatsoever arising out of, resulting from, or in any way connected with (1) the Project or the conditions,
<br />occupancy, use, possession, conduct, or management of, work done in or about, or the planning, design,
<br />acquisition, installation, or construction, of the Project or any part thereof; (2) the carrying out of any of the
<br />transactions contemplated by this Agreement or any related document; (3) any violation of any applicable
<br />law, rule or regulation, any environmental law (including, without limitation, the Federal Comprehensive
<br />Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act,
<br />the California Hazardous Substance Account Act, the Federal Water Pollution Control Act, the Clean Air
<br />Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Safe Drinking Water
<br />Act, the California Hazardous Waste Control Law, and California Water Code Section 13304, and any
<br />successors to said laws), rule or regulation or the release of any toxic substance on or near the Project;
<br />or (4) any untrue statement or alleged untrue statement of any material fact or omission or alleged
<br />omission to state a material fact necessary to make the statements required to be stated therein, in light
<br />of the circumstances under which they were made, not misleading with respect to any information
<br />provided by the Recipient for use in any disclosure document utilized in connection with any of the
<br />transactions contemplated by this Agreement. To the fullest extent permitted by law, the Recipient
<br />agrees to pay and discharge any judgment or award entered or made against Indemnified Persons with
<br />respect to any such claim or action, and any settlement, compromise or other voluntary resolution. The
<br />provisions of this section shall survive the term of this Agreement and the discharge of the Recipient's
<br />obligation hereunder.
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