2007/10/17 Council Agenda Packet

L. by FERC at some future time. However the City will be responsible for its own staff costs and expenses incurred in cooperating with the District in its re- licensing activities. Nothing in this Supplemental Agreement shall be read to alter, modify,revise or otherwise change the cost allocations between the parties for operation and maintenance of the Project as set forth in the 1960 and 1981 Agreements.The City shall continue to bear all of its costs and loss of use under the existing Wildlife Habitat Management Plan. In the event re-licensing requires that amendments must be made to the existing Wildlife Habitat Management Plan for the Project,the parties will negotiate in good faith to allocate between themselves the cost of compliance with such amendments to the WHMP under the new license. 2. The District will indemnify,defend and hold the City harmless and waive, release and discharge the City and its officers, employees and agents from any future third party claims, demands, losses, injuries, liabilities, causes of action, penalties, costs and expenses arising out of any actions or omissions by the District with regard to: a. re-licensing of the Project; b. upon acceptance of a new FERC license, compliance with any conditions imposed by that license including the requirements of any other agency which are imposed through the new FERC license; c. decommissioning of the hydroelectric facilities of the Project as ordered by FERC;and d. the District's use or operation of the Project upstream from Lake Chaplain. The District's obligation to indemnify shall not apply to the extent that the proximate cause of any such claim, demand, loss, injury, liability, cause of action, penalty,cost or expense in whole or in part is the result of any act or omission by the City or by any of its officers,employees or agents, or any act wholly outside the control of the District. 3. The City will indemnify,defend and hold the District harmless and waive,release and discharge the District and its officers, employees and agents from any future third party claims, demands, losses, injuries, liabilities, causes of action,penalties, costs and expenses arising out of any actions or omissions by the City with regard to the City's use of the Project for water supply, including but not limited to its use or operation of valves controlling flows from the water"return line"into the City's Filtration Plant and its operation of the Filtration Plant and all associated water treatment,transmission and distribution facilities involving water from Spada Lake.The City's obligation to indemnify shall not apply to the extent that the proximate cause of any such claim, demand, loss, injury, liability, cause of action,penalty, cost or expense, in whole or in part is the result of any act or 2