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DRAFT 5
<br />the City Council took action at its meeting on September 6, 2022 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.
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<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 further
<br />obligation to provide services at no cost to the L-3 area customers and may
<br />charge for services provided from the date tender is rejected. Upon City rejection
<br />of a tender and simultaneous extinguishment of District obligation to provide free
<br />services to L-3 area customers, District understands and agrees that City's
<br />obligation to indemnify and hold harmless District for any and all Claims is
<br />automatically terminated, and District shall bear the responsibility to defend itself
<br />from such Claims. The other provisions of this Agreement shall remain in full
<br />force and effect.
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<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,
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