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of the City or its officials, officers, employees, agents and volunteers, or (b) acts
<br />for which they could be held strictly liable. The foregoing obligation of the City
<br />shall not apply when (1) the injury, loss of life, damage to property, or violation
<br />of law arises wholly from the negligence or willful misconduct of the District or its
<br />officers, employees, agents, or volunteers and (2) the actions of the City or its
<br />employees, subcontractors, or City Council approved and authorized agents
<br />have contributed in no part to the injury, loss of life, damage to property, or
<br />violation of law. It is understood that the duty of the City to indemnify and hold
<br />harmless includes the duty to defend as set forth in Section 2778 of the
<br />California Civil Code and authorized by Government Code Section 895.4
<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, negligent violations of law, or negligent actions or
<br />omissions of the District or its officials, officers, employees, agents, and
<br />volunteers, or (b) acts for which they could be held strictly liable. The foregoing
<br />obligation of the District shall not apply when (1) the injury, loss of life, damage
<br />to property, or violation of law arises wholly from the negligence or willful
<br />misconduct of the City or its officers, employees, agents or volunteers and (2)
<br />the actions of the District or its employees, subcontractors, o District Board
<br />approved and authorized agents have contributed in no part to the injury, loss of
<br />life, damage to property, or violation of law. It is understood that the duty of the
<br />District to indemnify and hold harmless includes the duty to defend as set forth
<br />in Section 2778 of the California Civil Code and authorized by Government
<br />Code Section 895.4.
<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.
<br />XI. 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. The City
<br />agrees to not pursue any right it may have to assume responsibility for refuse,
<br />green waste and recycling services in the L -3 area during the term of this
<br />Agreement. The Parties expressly agree that they will be held strictly liable for
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