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To SJHS: St, Joseph Health System <br />3345 Michelson Drive <br />Irvine, CA 92612 <br />Attn: General Counsel <br />To TSJ: Taller San Jose <br />301 N. Broadway <br />Santa Ana, CA 92701 -3423 <br />Attn: Executive Director <br />14.6 Entire Agreement, This Agreement constitutes the entire agreement between <br />the Parties with respect to the subject matter hereof and supersedes all agreements, <br />representations, warranties, statements, promises and /or understandings, whether oral or written. <br />This Agreement may only be amended by the written consent of the Parties. <br />14.7 Severability. In the event that any of the provisions or portions thereof, of this <br />Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the <br />validity and enforceability of the remaining provisions, or portions thereof, shall not be affected <br />and shall remain in full force and effect. The provisions of this Section 14.7 shall survive the <br />termination or expiration of this Agreement. <br />14.3 Indemnification. <br />(a) SJHS shall defend and indemnify the CITY and its Representatives from and <br />against any and all actual third party claims, losses, damages, fines, costs, <br />penalties, expenses (including reasonable and actual attorneys' fees, costs of <br />experts and other litigation expenses), and liabilities of any type or nature, <br />including those related due to death or injury to any person and injury to any <br />property, proximately resulting from any gross negligence or willful <br />misconduct by SJHS or any of its Representatives related to the activities <br />described or contemplated by this Agreement (collectively "Damages"); <br />provided however, that SJHS shall not be liable to, nor required to defend or <br />indemnify the CITY or its Representative's from Damages that are the result <br />of the negligence or willful misconduct of another Party (in such case SJHS's <br />indemnification obligations will be reduced in proportion to such Party's share <br />of liability for such negligence or willful misconduct, if any). <br />Notwithstanding anything in this Agreement to the contrary, all liability of <br />SJHS for damages for breach of any covenant, duty or obligation (whether in <br />contract, negligence, tort or otherwise) of SJHS under this Agreement or in <br />any manner relating hereto shall be limited, if applicable, to the claiming <br />Party's actual direct damages, and in no event shalt SJHS or its <br />Representatives ever be liable or responsible for any consequential, indirect, <br />special, punitive or exemplary damages, or for any damages arising out of or <br />relating to lost profits or business interruption (all of which are hereby <br />42- <br />4867722N.1 <br />