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8.2 INDEMNIFICATION
<br />8.2.1 Indemnification, Defense, Hold Harmless. Operator shall protect,
<br />defend, indemnify and save and hold harmless City, its officers, officials,
<br />employees, and agents from and against any and all liability, loss, damage,
<br />expenses, costs (including without limitation costs and fees of litigation of any
<br />nature) arising out of or in connection with Operator's performance of this
<br />Agreement or Operator's failure to comply with any of Operator's obligations
<br />contained in this Agreement by Operator, its officers, agents or employees except
<br />such loss or damage which was caused by the sole negligence or willful
<br />misconduct of City. In the event City is named as codefendant, Operator shall
<br />notify City of such fact and shall represent City in such legal action unless City
<br />undertakes to represent itself in such legal action. Operator further agrees to
<br />indemnify, hold harmless, and pay all costs for the defense of the City, including
<br />fees and costs for special counsel to be selected by City, regarding any action by a
<br />third party challenging the validity of this Agreement, or asserting that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the terms of, or effects arising from
<br />this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<br />8.2.2 Indemnification Regarding Hazardous Material. Operator covenants
<br />and agrees to indemnify City from and against any contamination of the Facilities
<br />with Hazardous Materials by Operator occurring after commencement of this
<br />Operator Agreement. Operator further agrees to defend and hold harmless the
<br />City from and against any and all actions, agreements, attorneys' fees, causes of
<br />action, claims, contracts, costs, covenants, damages, debts, demands, expenses,
<br />judgments, lawsuits, liabilities, liens, losses, obligations, and orders which arise
<br />during or after the term of this Agreement related to the existence of Hazardous
<br />Materials (from whatever cause) on the Facilities or in the groundwater on or
<br />under the Facilities except for: (1) the cost of any remediation of Hazardous
<br />Materials deposited in the soils of the Facilities by the City or its employees,
<br />agents and contractors, and, (2) any third party personal injury actions which
<br />allege exposure to such undiscovered Hazardous Materials as a result of use of the
<br />Facilities in a City -sponsored program, or third party activity scheduled by the
<br />City. This indemnification includes, without limitation, costs incurred in
<br />connection with any investigation of site conditions or any cleanup, remedial,
<br />removal, or restoration work required by any federal, state, or local governmental
<br />agency or political subdivision because of Hazardous Material present in the soil
<br />or groundwater on or under the Facilities. As used herein, the term "Hazardous
<br />Material" shall be interpreted broadly to means any hazardous or toxic substance,
<br />material, or waste that now is or hereafter becomes regulated by any local
<br />governmental authority, the State of California or the United States Government.
<br />9.0 NOTICES.
<br />N20089v2
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