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the City hereby assumes the risk of, and waives and releases the County and its Agents (as
<br /> defined below) from all Claims (as defined below) for, any injury, loss or damage to any person
<br /> or property in or about the Easement Area by or from any cause whatsoever, excluding willful
<br /> misconduct or gross negligence by the County or its Agents, but including, without limitation, (i)
<br /> theft, (ii) explosion, fire, steam, oil, electricity, water, gas or rain, pollution or contamination
<br /> (other than pollution or contamination existing on the Easement Area prior to the
<br /> commencement of the Easement), (iii) construction defects in the Project, and (iv) any other acts,
<br /> omissions or causes. Nothing herein shall relieve the County from liability caused solely and
<br /> directly by the gross negligence or willful misconduct of the County or its Agents, but the
<br /> County shall not be liable to the City under any circumstances for any punitive damages. As used
<br /> herein, the term "Agent" or "Agents" shall mean all persons acting on behalf of or at the
<br /> direction of a Party.
<br /> 7.2 City's Indemnity. The City, on behalf of itself and its successors and assigns,
<br /> shall indemnify, defend and hold harmless ("Indemnify") the County including, but not limited
<br /> to, all of its boards, commissions, departments, agencies and other subdivisions, and all of its
<br /> respective Agents, and their respective heirs, legal representatives, successors and assigns
<br /> (individually and collectively, the "County Indemnified Parties"), and each of them, from and
<br /> against any and all liabilities, losses, costs, claims,judgments, settlements, damages, liens, fines,
<br /> penalties and expenses, including, without limitation, direct and vicarious liability of every kind
<br /> (collectively, "Claims"), incurred in connection with or arising in whole or in part from: (a) any
<br /> accident, injury to or death of a person, including, without limitation, employees of the City, or
<br /> loss of or damage to property, howsoever or by whomsoever caused, occurring in or about the
<br /> Easement Area; (b) the use or occupancy or manner of use or occupancy of the Easement Area
<br /> by the City, its Agents or invitees or any person or entity claiming through or under any of them;
<br /> (c) the condition of the Easement Area; (d) any construction or other work undertaken by City on
<br /> the Easement Area, whether before or during the Term of this Cooperative Agreement; or(e) any
<br /> acts, omissions or negligence of the City, its Agents or invitees, in, on or about the Easement
<br /> Area, all regardless of the active or passive negligence of, and regardless of whether liability
<br /> without fault is imposed or sought to be imposed on, the County Indemnified Parties, except to
<br /> the extent that such Indemnity is void or otherwise unenforceable under applicable law in effect
<br /> on or validly retroactive to the date of this Cooperative Agreement and further except only such
<br /> Claims as are caused exclusively by the willful misconduct or gross negligence of the County
<br /> Indemnified Parties. The foregoing Indemnity shall include, without limitation, reasonable fees
<br /> of attorneys, consultants and experts and related costs and the County's costs of investigating any
<br /> Claim. The City specifically acknowledges and agrees that it has an immediate and independent
<br /> obligation to defend the County from any claim which actually or potentially falls within this
<br /> indemnity provision even if such allegation is or may be groundless, fraudulent or false, which
<br /> obligation arises at the time such claim is tendered to the City by the County and continues at all
<br /> times thereafter. The City's obligations under this Section shall survive the termination of the
<br /> Cooperative Agreement.
<br /> 7.3 County's Indemnity. The County, on behalf of itself and its successors and assigns,
<br /> shall Indemnify the City, including, but not limited to, its Council, boards, commissions,
<br /> departments, agencies and other subdivisions, and all of its respective Agents, and their
<br /> respective heirs, legal representatives, successors and assigns (individually and collectively, the
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