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VIII. The City and the District agree that this Agreement is in the best interests of the •
<br /> City, the District, and the residents and businesses in the L -3 area. Therefore,
<br /> the City and the District hereby agree and endorse this Agreement as being in
<br /> the best interests of their respective constituents.
<br /> IX. The City and District hereby agree that each has taken the appropriate steps
<br /> necessary to authorize and approve the Agreement stated herein. Specifically,
<br /> the City Council took action at its meeting on November7,2011 and approved
<br /> the terms and conditions set forth herein, and has authorized and directed the
<br /> City Manager to enter into this final agreement regarding the matters stated
<br /> herein. Similarly, the District Board of Directors has also taken action at its
<br /> meeting on , and approved the terms and conditions set forth
<br /> herein and authorized the execution of this final agreement.
<br /> X. The City shall indemnify, defend and hold harmless the District 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 acts or omissions
<br /> 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 /> In addition, the City agrees to indemnify and defend the District against any and
<br /> all demands, losses, liability, claims, suits, actions, damages, causes of action
<br /> and customer complaints (together, the "Claims ") arising out of the provision of
<br /> free services to L -3 area customers as provided for herein. The foregoing
<br /> obligation of the City will arise only upon City's express written acceptance of
<br /> a tender from the District to respond to any such Claims, which shall be City's
<br /> express desire for the District to continue to provide services at no cost to L -3
<br /> area customers until such obligation is terminated by the Parties by a separate
<br /> written amendment to Section III. If City does not respond within 15 days to
<br /> District's tender or rejects an aforementioned tender, District shall have no
<br /> further obligation to provide services at no cost to the L -3 area customers, and
<br /> may charge for services provided from the date tender is rejected. Upon City
<br /> rejection of a tender and simultaneous extinguishment of District obligation to
<br /> provide free services to L -3 area customers, District understands and agrees'
<br /> that City's obligation to indemnify and hold harmless District for any and
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