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<br />The District shall indemnify, defend and hold harmless the City and its officials,
<br />officers, employees, agents, and volunteers from and against any and all losses,
<br />liability, claims, suits, actions, damages, and causes of action arising out of any
<br />personal injury, bodily injury, loss of life, or damage to property, or any violation
<br />of any federal, state, or municipal law or ordinance, to the extent caused, by (a)
<br />the willful misconduct, breaches of this Agreement, negligent violations of law,
<br />or negligent actions or omissions of the District or its officials, officers,
<br />employees, agents, and volunteers, or (b) acts for which they could be held
<br />strictly liable, The foregoing obligation of the District shall not apply when (1)
<br />the injury, loss of life, damage to property, or violation of law arises wholly from
<br />the negligence or willful misconduct of the City or its officers, employees, agents
<br />or volunteers and (2) the actions of the District or its employees, subcontractor,
<br />or agents have contributed in no part to the injury, loss of life, damage to
<br />property, or violation of law. It is understood that the duty of the District to
<br />indemnify and hold harmless includes the duty to defend as set forth in Section
<br />2778 of the California Civil Code and authorized by Government Code Section
<br />895.4. "
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<br />To the extent any claims or litigations are instituted by any third party, both the
<br />City and the District agree to cooperate with each other as well as any legal
<br />counsel involved in representing the parties as to any reasonable activity
<br />requested or required in any legal proceeding related to this Agreement. Said
<br />cooperation includes without limitation, providing counsel with any and all
<br />relevant and non-privileged information in a timely fashion as well as making
<br />available any requested officers, directors, staff and/or employees to any and all
<br />necessary proceedings as required to defend against said claims,
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<br />XII. Both the City and the District disclose and agree that they have each
<br />undertaken significant concessions and waived potential rights based upon the
<br />promises, representations, actions and agreements of one another in
<br />negotiating and including each other to enter into this agreement. Specifically,
<br />the District has irrevocably waived placing a ballot measure upon the June 6,
<br />2006 statewide primary election in consideration of and based upon the
<br />representations from the City of its intention to enter into a binding Agreement
<br />based upon the terms and conditions set forth herein. The City agrees to not
<br />pursue any right it may have to assume responsibility for refuse, green waste
<br />and recycling services in the L-3 area during the term of this Agreement. The
<br />parties expressly agree that they will be held strictly liable for any and all losses
<br />arising from either parties' intentional refusal to abide by the terms of this
<br />Agreement.
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<br />XIII. As has previously been approved and authorized by the Term Sheet
<br />Agreement, the City and District hereby disclose to one another and expressly
<br />agree and affirm that the law firm of Meyers Nave Riback Silver & Wilson serves
<br />as City Attorney and General Counsel for the City and the District, respectively,
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<br />831339-1 5
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