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y ~ ~ ' "Facilities". In performance of all constntction and maintenance activities, City will be responsible for compliance with all applicable laws, including all state and local rules or regulations related to that work. 4. Should the District determine that the City's planned maintenance program for the "Facilities" is inadequate, or that City is not performing necessary maintenance or repairs of the "Facilities" on a timely basis, or properly, District may notify Ciry of its concerns and request corrective action by the City. 5. Upon receipt of that notification, the City shall take immediate action to remedy the inadequacies, improper maintenance or other problems identified by the District. 6. Should the District determine that the City's action, if any, does not resolve or does not timely resolve the inadequacies, improper maintenance or other problems, the District may elect to perform with its own forces or with outside contractors and consultants the work necessary to do so. In the event the District makes that election, it shall send written notification to the City of that election and, thereafter, provide all billing statements, invoices or other written documentation reflecting the expenses associated with that work. 7. The City shall reimburse the District for all such invoiced expenses within thirty (30) days of receipt of the statement; invoice or other documentation reflecting said expenses. 8. The City hereby releases the District and the County of Alameda, and their officers, employees and agents from any and all claims, losses, damages, liabilities, and expenses (including reasonable attorney fees incurred in connection therewith), arising out of or in any way connected with the "Facilities". 9. To the fullest extent permitted by law, the City agrees to indemnify, defend and hold harmless the District and the County of Alameda, and their officers, employees, and agents (collectively "Indemnitees") from any and all claims, losses, damages, liabilities, expenses(including reasonable attorney fees incurred in connection therewith), arising out of or in any way connected with the "Facilities" ("Liabilities"). The only exception to this duty to indemnify, defend and hold harmless is for those Liabilities caused solely by the negligence or willful misconduct of an Indemnitee. IN WITNESS WHEREOF, this Agreement is duly executed on An r i 1 4 , 2005 CITY OF SAN LEANDRO By: '~-. - John J. Jermanis,Ci~t~yM~a~n~ager Attest : ~ ~''~w"`y'~~-- Marian Handa, City Cler PCIO-LD-Hold Harmless indemnication 3.07.05 Page 2 of 3