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S. INDD+MNIFICATION
<br />a. District agrees to defend, and shall indemnify and hold harmless the City, its
<br />officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may arise from
<br />the negligent or willfiil operations of the District, its subcontractors, agents, employees, or other
<br />persons acting on its behalf which relates to the services described in section I of this Agreement;
<br />and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief is due by reason of the terms of or effects arising from this Agreement, This
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. The District further agrees to indemnify, hold harmless, and pay III costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
<br />or property rights arises by reason of the terms of, or effects arising from this Agreement, City
<br />may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent District's services are subject to Civil Code Section
<br />2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8,
<br />to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct
<br />of the District.
<br />b. City agrees to defend, and shall indemnify and hold harkxrless the District, its
<br />officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may arise from
<br />the negligent or willful operations of the City, its subcontractors, agents, employees, or other
<br />persons acting on its behalf which relates to the services described in section I of this Agreement;
<br />and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief is due by reason of the terms of or effects arising from this Agreement. This
<br />indemnity and hold harmless agreement applies to all claims for darnages, just cotmpensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. The City further agrees to indemnify, hold harmless, and pay all costs fox the defense
<br />of the District, including fees and costs for special counsel to be selected by the District, regarding
<br />any action by a third party challenging the validity of this Agreement, or asserting that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or
<br />property rights arises by reason of the terms of, or effects arising from this Agreement. District
<br />may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent District's services are subject to Civil Code Section
<br />2782,8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8,
<br />to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct
<br />of the City,
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