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DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3
<br />11.3 Indemnities.
<br />11.3.1 Manager's Indemnity. To the fullest extent allowed by law Manager
<br />agrees to indemnify, protect, defend, and hold harmless Owner and Owner's officers, elected
<br />and appointed officials, employees, and volunteers from and against any and all claims, demands,
<br />actions, lawsuits, proceedings, damages, liabilities, judgments, penalties, fines, attorneys' fees,
<br />costs, and expenses:
<br />(i) Arising out of or which result from the negligence, fraud, or willful
<br />misconduct of or by Manager or any Affiliate, officer, director, agent, independent contractor, or
<br />employee of Manager in connection with Manager's performance under this Agreement; or
<br />(ii) which result from any action taken by Manager or its Affiliates, employees
<br />or agents relating to the Facility (a) that is expressly prohibited by this Agreement, or (b) that is
<br />not within Manager's delegated authority under this Agreement.
<br />11.3.2 Owner's Indemnity. Owner agrees to indemnify, protect, defend, and hold
<br />harmless Manager and its owners, officers, directors, and employees from
<br />and against any and all claims, demands, actions, lawsuits, proceedings,
<br />damages, liabilities, judgments, penalties, fines, attorneys' fees, costs and
<br />expenses relating to the Facility or Premises:
<br />(i) which relate to or arise from the presence in, on, under or about the
<br />Premises, or the escape, seepage, leakage, spillage, discharge,
<br />emission or release, of any hazardous materials, toxic substances or
<br />petroleum products (as defined or regulated under any and all
<br />applicable federal, state and local environmental, health or safety
<br />laws, ordinances and regulations) from or through the Premises,
<br />including without limitation any and all costs of any required or
<br />necessary repair, cleanup, remediation or decontamination of the
<br />Premises, and the preparation and implementation of any closure,
<br />remedial or other required plans; provided that if such condition
<br />was caused by or on the part of Manager or any of its Affiliates,
<br />employees or agents, Manager shall not be indemnified under this
<br />Section 11.3.2; or
<br />(ii) which result from any act or omission by Manager in connection
<br />with the management and operation of the Facility unless such act
<br />or omission constitutes negligence, willful misconduct or fraud on
<br />the part of Manager, or any employee of Manager (and was neither
<br />at the express direction of Owner nor with the express approval of
<br />Owner) in which event Manager shall not be indemnified under this
<br />Section 11.3.2.
<br />Management Agreement Between June 1, 2020
<br />City of San Leandro and American Golf Corporation Page 23 of 28
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