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ARTICLE VIII. LIABILITY
<br />a. WERC shall cooperate, to the extent allowed by law, in the submission of claims
<br />pursuant to the Federal Tort Claims Act (28 USC §1346(b), 2671 et seq.) against the United States for
<br />personal injuries or property damage resulting from the negligent or wrongful act or omission of any
<br />employee of the United States while acting within the scope of his or her employment.
<br />b. City shall protect, defend, indemnify and save and hold harmless WERC, its officers,
<br />officials, employees, and agents from and against any and all liability, loss, expenses (including
<br />reasonable attorney's fees) or claims for injury or damages arising out of City's performance of this
<br />Agreement to the extent that such liability, loss, expense, attorney's fees or claims for injury or damages
<br />are caused by or result from the negligent or intentional acts or omissions of City, its officer, agents
<br />(except WERC, its employees, agents or subcontractors) or employees.
<br />ARTICLE IX. INSURANCE
<br />WERC is a self- insured entity.
<br />ARTICLE X. MISCELLANEOUS PROVISIONS
<br />a. Liens. WERC will not permit any mechanics' or materialmens' or other liens to stand against
<br />the Facilities by reason of any use or occupancy by WERC, or any person claiming under USGS,
<br />b. Non- Discrimination. WERC shall not discriminate because of race, color, creed, religion, sex,
<br />marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and
<br />prohibited by applicable law, in the recruitment, selection, training, utilization, promotion,
<br />termination or other employment related activities, or participation in programs. WERC affirms
<br />that it is an equal opportunity employer and shall comply with all applicable federal, state and
<br />local laws and regulations.
<br />c. Governing Law. This Agreement shall be construed and interpreted in accordance with and
<br />shall be governed and enforced in all respects according to the laws of the State of California,
<br />without regard to conflicts of laws principles. Both parties further agree that Orange County,
<br />California, shall be the venue for any action or proceeding that may be brought or arise out of in
<br />connection with or by reason of this Agreement.
<br />d. Severabilitv. If any one or more of the provisions contained in this Agreement shall for any
<br />reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
<br />unenforceability shall not affect any other provision hereof, and this Agreement shall be
<br />construed as if such invalid, illegal, or unenforceable term or provision had never been contained
<br />herein.
<br />e. WERC's Equipment and Personal Property. WERC shall hold title only to WERC's equipment
<br />and personal property. All of WERC's equipment and personal property shall remain the property
<br />of WERC and are not fixtures. WERC has the right to remove all of its equipment or personal
<br />property at its sole cost and expense on or before the expiration or termination of this Agreement;
<br />provided that such removal shall be done in a professional and careful manner, without
<br />interference or damage to any other equipment, structures or operations on the Zoo Premises,
<br />including the use of the Zoo Premises by City or any of City's, assignees, licensees or lessees.
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<br />EXHIBIT 1
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