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REV: 07-15-21 MI
<br />or duty to repair or correct any facts, circumstances, conditions, issues, problems,
<br />deficiencies, lack of compliance or defects regarding the Property in connection with the
<br />CITY’s use of the Property as contemplated in this Agreement, or to compensate CITY for
<br />same; and (3) CITY shall assume the full risk of any loss or damage occasioned by any
<br />fact, circumstance, condition or defect pertaining to the Property related to the
<br />CITY’s use of the Property as contemplated in this Agreement, including, without
<br />limitation, any impacts to the Generator System.
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<br />B. In consideration for use of the Property, CITY agrees to indemnify and hold harmless
<br />GOOGLE and its Officers, Partners, Members, Employees, and Agents (“Indemnitees")
<br />from any and all liability, damages, claims, or causes of action for injury to person or
<br />persons, or damage or loss of property, or releases from or damages to the Generator
<br />System, which may either directly or indirectly arise out of, or occur by the reason of, or
<br />result from the acts or omissions of, CITY during its use of the Property for the Activities,
<br />provided, however, that CITY shall not be obligated to defend nor indemnify GOOGLE
<br />with regard to the gross negligence or willful misconduct of GOOGLE or any other
<br />Indemnitees.
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<br />C. CITY shall not cause or permit any dangerous or "Hazardous Substances" (as defined
<br />below) or materials or any other item, to be brought upon, produced, treated, stored, used,
<br />discharged or disposed of in or near the Building or Property without GOOGLE's prior
<br />written consent (not to be unreasonably withheld). Any handling, transportation, storage,
<br />treatment, disposal or use of any Hazardous Substances in or about the Building or
<br />Property by CITY, its agents, employees, contractors or invitees shall strictly comply with
<br />all applicable laws, ordinances, regulations and requirements, including, without
<br />limitation, "Environmental Laws" (as defined below). CITY shall be solely responsible for
<br />obtaining and complying with all permits necessary for the Activities, including, without
<br />limitation, all permits governing the use, handling, storage, treatment, transport, discharge
<br />and disposal of Hazardous Substances. CITY shall indemnify, defend and hold GOOGLE
<br />harmless from and against any and all obligations, losses, claims, actions (including
<br />remedial and enforcement actions of any kind and administrative and judicial proceedings,
<br />suits, orders or judgments), causes of action, liabilities, penalties, damages arising from
<br />any claims which result from or arise out of any damage to or disturbance of the Generator
<br />System and/or the use, storage, treatment, transportation, release, or disposal of any
<br />Hazardous Substances brought to the Property and/or Building by CITY, its agents,
<br />employees, contractors or invitees in connection with this Agreement; nothing in this
<br />Agreement shall be interpreted to apply the foregoing indemnity to any Hazardous
<br />Substances that exist in the Building prior to the execution of this Agreement except with
<br />respect to the Generator System.
<br />i. Definitions. "Hazardous Substances" means (1) any substance or material that is
<br />included within the definitions of "hazardous substances," "hazardous materials,"
<br />"toxic substances," "pollutant," "contaminant," "hazardous waste," or "solid waste"
<br />in any Environmental Laws; (2) petroleum or petroleum derivatives, including
<br />crude oil or any fraction thereof, all forms of natural gas, and petroleum products or
<br />by-products or waste; (3) polychlorinated biphenyls (PCB's); (4) asbestos and
<br />asbestos containing materials (whether friable or non-friable); (5) lead and lead
<br />based paint or other lead containing materials (whether friable or non-friable); (6)
<br />ATTY/AGR.2021.186/Google (Hold Harmless - Google Building) (Page 3 of 8)
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