|
all Claims is automatically terminated, and District shall bear the responsibility to •
<br /> defend itself from such Claims. The other provisions of this Agreement shall
<br /> remain in full force and effect.
<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, Toss 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, or 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 /> •
<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
<br /> any and all losses arising from either party's intentional refusal to abide by the
<br /> terms of this Agreement.
<br /> XII. • The City and District hereby disclose to one another and expressly agree and
<br /> affirm that the law firm of Meyers Nave Riback Silver & Wilson serves as City
<br /> Attorney and General Counsel for the City and the District, respectively, and has
<br /> previously and may continue to represent both parties in discussions and
<br /> negotiations for these and other matters, including without limitation providing
<br /> 6
<br />
|