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District may be found to be liable in such action or actions <br /> and to reimburse the District for any costs incurred, <br /> including attorney's fees, arising from the defense of such <br /> actions. In the event action is brought against the Agency, <br /> or it is joined therein, the Agency shall provide its own <br /> defense at the sole cost and expense of the Agency. <br /> The District agrees to indemnify, defend and hold harmless <br /> the Agency, its board, officers, employees and agents from <br /> and against any and all loss, liability, expense, claims, <br /> costs, suits, damages, including attorney's fees or demands <br /> of whatever character, direct or consequential, arising out <br /> of or resulting from its associates', employees', sub - <br /> consultants' or other agents' negligent acts, errors or <br /> omissions, or willful misconduct, in the operation and /or <br /> performance under this agreement. However, this <br /> indemnification excludes loss, liability, expense, claims, <br /> costs, suits, damages, including attorney's fees or demands <br /> of whatever character, direct or consequential, arising out <br /> of or resulting from errors in the billing data provided by <br /> the Agency to the District <br /> 3.06 Waiver. The waiver by either party of a breach by the other of any <br /> provision of this Agreement shall not constitute a continuing waiver or a <br /> waiver of any subsequent breach of either the same or a different provision <br /> of this Agreement. <br /> 3.07 Severability. Should any part of this Agreement be declared by a final <br /> decision by a court or tribunal of competent jurisdiction to be <br /> unconstitutional, invalid, or beyond the authority of either party to enter <br /> into or carry out, such decision shall not affect the validity of the <br /> remainder of this Agreement, which shall continue in full force and effect, <br /> -15- <br />