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District Agreement No. 04-2655
<br /> care with respect to the development, design,construction, operation, or maintenance of
<br /> the SHS and public facilities different from the standard of care imposed by law.
<br /> 11.Neither CITY nor any officer or employee thereof is responsible for any injury, damage,
<br /> or liability occurring by reason of anything done or omitted to be done by CALTRANS
<br /> and/or its agents under or in connection with any work, authority, or jurisdiction
<br /> conferred upon CALTRANS under this AGREEMENT. It is understood and agreed that
<br /> CALTRANS,to the extent permitted by law, shall defend, indemnify, and save harmless
<br /> CITY and all of its officers and employees from all claims, suits, or actions of every
<br /> name,kind, and description brought forth under, but not limited to,tortious, contractual,
<br /> inverse condemnation, or other theories or assertions of liability occurring by reason of
<br /> anything done or omitted to be done by CALTRANS and/or its agents under this
<br /> AGREEMENT.
<br /> 12.Neither CALTRANS nor any officer or employee thereof is responsible for any injury,
<br /> damage, or liability occurring by reason of anything done or omitted to be done by CITY,
<br /> its contractors, sub-contractors, and/or its agents under or in connection with any work,
<br /> authority, or jurisdiction conferred upon CITY under this AGREEMENT. It is
<br /> understood and agreed that CITY,to the extent permitted by law shall defend, indemnify,
<br /> and save harmless CALTRANS and all of its officers and employees from all claims,
<br /> suits, or actions of every name,kind, and description brought forth under, but not limited
<br /> to,tortious, contractual,inverse condemnation, or other theories or assertions of liability
<br /> occurring by reason of anything done or omitted to be done by CITY, its contractors, sub-
<br /> contractors, and/or its agents under this AGREEMENT.
<br /> 13. In the event of any breach of this AGREEMENT by either PARTY,the other PARTY
<br /> may enforce this AGREEMENT by any means available at law or in equity. In the event
<br /> of litigation,mediation or arbitration to resolve any breach of, or dispute related to this
<br /> AGREEMENT, each PARTY agrees to pay for their own attorneys' cost and expenses,
<br /> without regard to who prevails.
<br /> 14. A failure by either PARTY to enforce any provision of this AGREEMENT shall not be
<br /> construed as a continuing waiver, or as a waiver of the right to compel enforcement of
<br /> that provision.
<br /> 15. This AGREEMENT may be executed in several counterparts and all counterparts so
<br /> executed shall constitute one agreement that shall be binding on all of the PARTIES,
<br /> notwithstanding that all of the PARTIES are not a signatory to the original or the same
<br /> counterpart. If any provision of this AGREEMENT is held invalid, the other provisions
<br /> shall not be affected thereby.
<br /> 16. No alteration or variation of the terms of this AGREEMENT shall be valid unless made
<br /> by a formal amendment executed by the PARTIES hereto and no oral understanding or
<br /> agreement not incorporated herein shall be binding on any of the PARTIES hereto.
<br /> 17.Nothing within the provisions of this AGREEMENT is intended to create duties or
<br /> obligations to or rights in third parties not party to this AGREEMENT or to affect the
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