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feasible, TRF will be assessed a proportional share of all utility charges noted
<br />above, on a monthly basis, as determined in writing by the Parties.
<br />9.Compliance with Laws and Licensing. TRF shall comply with all applicable
<br />federal, state and local laws. TRF shall at all times during the term of this
<br />Agreement have and maintain in force any and all licenses, permits or approvals
<br />required by law for the conduct ofTRF's activities under this Agreement. This
<br />includes all state licensing for daycare or childcare activities.
<br />10.Indemnification.
<br />A.TRF shall defend, indemnify, and hold harmless the City and its officers,
<br />officials, employees, and volunteers from and against any claims,
<br />liabilities, damages, losses, costs, expenses incurred or suffered by City on
<br />account of any personal injuries or property damage resulting from the use
<br />of Facilities pursuant to this Agreement or any activity or negligent
<br />omission of TRF or its employees, agents, volunteers or contractors. In the
<br />event that City is named as a codefendant, TRF shall notify City of such
<br />fact and shall represent City in such legal action unless City undertakes to
<br />represent itself in such legal action. TRF further agrees to indemnify, hold
<br />harmless, and pay all costs of defense of the City, including fees and cost
<br />for special counsel to be selected by the City, regarding any action
<br />challenging the validity of this Agreement, or asserting that personal
<br />injury, damages,just compensation, restitution, judicial or equitable relief
<br />due to personal or property rights arises by reason of the terms, or effects
<br />of this Agreement. City may make all reasonable decisions with respect to
<br />its representation in any legal proceedings.
<br />B.TRF agrees to indemnify the City from and against any contamination of
<br />the Facilities with hazardous materials by TRF occurring after the
<br />commencement of this Agreement. TRF further agrees to defend and hold
<br />harmless the City from and against all actions, agreements, attorney's
<br />fees, causes of action, claims, contracts, costs, covenants, damages, debts,
<br />demands, expenses, judgments, lawsuits, liabilities, liens, losses,
<br />obligations, and orders which arise during or after the term of this
<br />Agreement related to the existence of hazardous materials at the Facilities
<br />or in the groundwater under the Facilities except for: (1) the cost of any
<br />remediation of Hazardous Materials deposited in the soil by City or its
<br />employees, agents or contractors; and (2) any third party personal injury
<br />actions which allege exposure to such undiscovered Hazardous Materials
<br />as a result of use of the Facilities. "Hazardous Materials" as used herein
<br />shall be interpreted broadly to mean any hazardous or toxic substance,
<br />material or waste that now is or hereafter becomes regulated by any local
<br />Facilities Use Agreement With Training and Research Foundation
<br />4
<br />Exhibit 1
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