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<br />6.3A <br />Page 27 <br /> <br />f. Terminate any obligation to make future payments to Project Sponsor; <br /> <br />g. Terminate this Implementation Agreement; or <br /> <br />h. Take any other action that it deems necessary to protect its interests. <br /> <br />58. INDEMNIFICATION; PROPORTIONAL RESPONSIBILITY FOR <br />FINANCIAL SHORTFALL: Project Sponsor agrees to indemnify BACWA and <br />its officers, agents, and employees against and to hold the same free and harmless <br />from any and all claims, demands, damages, losses, costs, expenses, or liability <br />due or incident to, either in whole or in part, and whether directly or indirectly, <br />arising out of Project Sponsor's implementation, operation, and maintenance of <br />Project. This indemnification provision shall also serve to hold BACW A free <br />from any liability whatsoever that may result from the action or inaction, <br />whatever the case may be, of any of the Participating Water Entities that results in <br />a disroption or discontinuance of the disbursement of the State Grant funds under <br />the State Agreement by DWR, regardless of whether that action or inaction is <br />caused by Project Sponsor. <br /> <br />Further, Project Sponsor agrees to contribute to the full financial indemnification <br />of BACW A in the event that DWR requires BACW A to return any portion of the <br />State Grant funds that have been disbursed by BACWA to another Water Entity <br />and which that particular Water Entity fails to return to BACW A after diligent <br />effort has been made by BACW A to recover such funds. This requirement shall <br />be triggered upon BACWA's giving notice of the same to Project Sponsor. The <br />particular amount that Project Sponsor will be required to so contribute will either <br />be (1) a proportionate share of the amount that is owed to DWR (which such <br />proportionate share shall be based on the ratio of the State Grant Amount to the <br />total of the Stage Grant funds, i.e., Project Sponsor's share of the State Grant <br />funds divided by the total of the State Grant funds), or (2) some other amount that <br />is determined by another equitable basis agreed to by Project Sponsor and the <br />remaining Participating Water Entities. Whichever option is utilized, Project <br />Sponsor agrees to fully confer and cooperate with the other Participating Water <br />Entities to ensure that BACW A will not have to pay any of its own funds to <br />DWR. In no event, however, shall Project Sponsor be required to contribute any <br />amount under this Paragraph that is over and above the State Grant Amount <br />reflected in Paragraph 3, above, and summarized in Exhibit "0", Budget. <br /> <br />59. REMEDIES, COSTS AND ATTORNEY FEES: Project Sponsor agrees that any <br />remedy provided in this Implementation Agreement is in addition to and not in <br />derogation of any other legal or equitable remedy available to BACW A as a result <br />of breach of this Implementation Agreement by Project Sponsor, whether such <br />breach occurs before or after completion of Project, and exercise of any remedy <br />provided by this Implementation Agreement by BACW A shall not preclude <br />BACW A from pursuing any legal remedy or right which would otherwise be <br />available. In the event of litigation between BACW A and Project Sponsor arising <br />from this Implementation Agreement, it is agreed that the prevailing party shall be <br /> <br />[00907092} 23 <br />