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Except for gross negligence or willful misconduct of the City, its officers, employees, agents,
<br />volunteers and representatives, CCI hereby assumes liability for and agrees to defend (at City's
<br />option), indemnify, protect and hold harmless City and, its officers, employees, agents,
<br />volunteers and representatives from and against any and all claims, charges, damages, demands,
<br />actions, proceedings, losses, stop notices, costs, expenses (including counsel fees), judgments,
<br />civil fines and penalties, liabilities of any kind or nature whatsoever, which may be sustained or
<br />suffered by or secured against the City arising out of or encountered in connection with this
<br />agreement or the performance of the work, including but not limited to death of or bodily or
<br />personal injury to persons or damage to property, including property owned by or under the care
<br />and custody of the City, and for civil fines and penalties, that may arise from or be caused, in
<br />whole or in part, by any negligent or other act or omission of CCI or its subcontractors, its
<br />officers, agents, employees.
<br />17. Regulations and Instructions.
<br />(i) CCI and CCI Program Partners agrees at all times to comply with all federal, state and
<br />local laws, ordinances, rules and regulations applicable to electronic vehicle charging
<br />units in California.
<br />(ii) Site Owner agrees at all times to comply with all federal, state and local laws, ordinances,
<br />rules and regulations applicable to hosting an electronic vehicle charging site in
<br />California. Site Owner shall indemnify and hold harmless, CCI and CCI Program
<br />Partners from any 3`d party claim arising from or relating to the real property at the
<br />Charging Site used by the EV Drivers use of the Charging Site.
<br />(iii)CCI and CCI Program Partners shall only permit personnel properly instructed in the
<br />characteristics and safe handling methods associated with installation and data collection
<br />of the charging units.
<br />18. Severability. If any provision of this Agreement is held by a court of competent jurisdiction
<br />to be invalid, void or unenforceable, the remaining provisions will continue in full force and
<br />effect without being impaired or invalidated in any way.
<br />19. Assignment. Site Owner may not assign any of Site Owners rights or obligations under this
<br />Agreement, whether by operation of law or otherwise, without the prior written consent of
<br />CCI.
<br />20. Counterparts. This Agreement may be executed in one or more counterparts, each of which
<br />shall be deemed an original, but all of which, taken together, shall constitute but one and the
<br />same document.
<br />IN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement this
<br />day of August, 2013.
<br />CITY OF SANTA ANA
<br />KEVIN O'ROURKE
<br />City Manager
<br />CLIPPERCREEK, INC
<br />JASON FRANCE
<br />Chief Executive Officer
<br />25127
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