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without limitation, reasonable attorney's fees and expenses), and other liabilities of whatever nature
<br /> (each a "Liability" and, if referencing multiple, the "Liabilities") that arise from any negligent act or
<br /> omission, or any willful misconduct, of the Partner or any of its directors, officers, employees,or agents
<br /> (collectively, but not including the Partner, the "Partner Representatives") in connection with this
<br /> Agreement or the Services. The Partner shall defend, as applicable, the District and the District
<br /> Representatives with respect to any and each claim, demand, action, or other proceeding (each a
<br /> "Proceeding") that by allegation or implication is within the scope of the Partner's indemnification
<br /> obligations pursuant to this Section. Each such defense must be conducted by qualified and appropriately
<br /> experienced legal counsel reasonably acceptable to the District,but selected and retained by the Partner,
<br /> at no cost to the District or any of the District Representatives.
<br /> Section 5.2 Indemnification by District. The District shall indemnify and hold harmless the
<br /> Partner,its City Council, officers, officials, employees, volunteers, agents (collectively, but not including
<br /> the Partner,the"Partner Representatives"),and each of them,with respect to any and all other liabilities
<br /> that arise from any negligent act or omission,or any willful misconduct,of the District or any of the District
<br /> Representatives in connection with this Agreement or the Services. The District shall defend, as
<br /> applicable,the Partner and the Partner Representatives with respect to any and each Proceeding that by
<br /> allegation or implication is within the scope of the District's Indemnification obligations pursuant to this
<br /> Section. Each such defense must be conducted by qualified and appropriately experienced legal counsel
<br /> reasonably acceptable to the Partner,but selected and retained by the District,at no cost to the Partner
<br /> or any of the Partner Representatives.
<br /> Section 5.3 Comparative Liability. Notwithstanding the Sections 5.1 and 5.2 herein, if both
<br /> Parties are, to some extent, responsible for any particular Liability (i.e., the negligence or willful
<br /> misconduct of both Parties, or others for whom they are responsible, are contributing factors),then, in
<br /> connection with that Liability,each Party shall be responsible for defending itself and its representatives,
<br /> and the Parties shall be responsible and liable on a comparative basis.
<br /> Section 5.4 insurance Not a Limitation on Liability. Neither Party's obligations pursuant to this
<br /> Part 5 shall be deemed or construed to be: (I) conditioned upon, or in any manner limited by, any
<br /> Insurance coverage maintained by a Party or other person or entity; or(ii)conditioned upon the receipt
<br /> by any Party, person or entity of,or limited to the amount of,any insurance proceeds.
<br /> Section 5.5 Interpretation. For avoidance of doubt and for all purposes of this Agreement: (I)
<br /> a Party's obligation to Indemnify another Party, person, or entity ("Indemnitee") means that the
<br /> "Indemnifying" Party shall compensate the Indemnitee for, or secure or protect the Indemnitee against,
<br /> the harm, loss,damages,costs,expenses,and other liabilities as may be incurred by the Indemnitee,and
<br /> such obligation shall not be limited solely to third-party claims;and(ii)an indemnifying Party's obligation
<br /> to hold harmless an Indemnitee means that the indemnifying Party shall not seek compensation from the
<br /> Indemnitee for,or otherwise seek to make the Indemnitee responsible for,the harm,loss,damages,costs,
<br /> expenses, and other liabilities incurred by the indemnifying Party.
<br /> Section 5.6 Survival. With respect to any and all acts,omissions,and incidents that occur prior
<br /> to the termination of this Agreement, the Parties' respective rights and obligations pursuant to this
<br /> Section shall survive termination of this Agreement.
<br /> PART 6. INSURANCE
<br /> District Agreement Number:24/25-072 Page 7
<br /> Requested Department: Multiple Sites
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