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cost, expense, loss, claim or liability whatsoever, including the reasonable cost of
<br />attorneys' fees and appeals, for injury to any person or loss or damage to any
<br />property arising out of: (a) the gross negligence or wrongful misconduct of
<br />Company, its directors or partners (as applicable), officers, employees, other agents
<br />or contractors of any tier (collectively, the "Company's Representatives"); (b) the
<br />failure of or by the Company or any of the Company's Representatives to comply
<br />with applicable material Laws of federal, state or local governments; (c) in
<br />connection with loss of life, bodily or personal injury or property damage arising
<br />from or out of any occurrence in, upon or at the Facility, occasioned wholly or in
<br />part by any act or omission of the Company or any of the Company's
<br />Representatives in the performance of the Company's obligations under this
<br />Agreement, but excluding any such loss, injury or damage caused by the District's
<br />failure to. perform its obligations under this Agreement or by the District's
<br />Wastewater or. Processed Residual at any point before, during or after the treatment
<br />process; and (d) any material breach by Company of any representation or warranty
<br />made in this Agreement. The Company is not required to hold harmless or
<br />indemnify any District Indemnified Person for any cost, expense, loss, claim or.
<br />liability to the extent caused by any District Indemnified Person's negligence or
<br />reckless misconduct.
<br />(b) Subject only to the limits set forth in Section 768.28(5), Florida Statutes with
<br />respect to tort claims (except to the extent that insurance policies held by the
<br />District cover amounts in excess of limitations provided in F.S. 768.28(5)), the
<br />District shall defend, protect, hold harmless and indemnify the Company, its
<br />directors or partners (as applicable), officers, employees, other agents or contractors
<br />(the "Company Indemnified Persons") from and against any cost, expense, loss,
<br />claim or liability whatsoever, including without limitation, the cost of attorneys'
<br />fees and appeals and any penalties associated with the violation of environmental
<br />Laws; and, for injury to any person or loss or damage to any property arising out
<br />of: (a) the gross negligence or wrongful misconduct of the District, its
<br />commissioners, directors, officers, employees, and agents and contractors of any
<br />tier (collectively the "District's Representatives"); (b) the failure of or by the
<br />District, its commissioners, directors, officers, employees, and agents and
<br />contractors of any tier to comply with applicable material Laws of federal, state or
<br />local governments; (c) in connection with loss of life, bodily or personal injury or
<br />property damage arising from or out of any occurrence in, upon or at the Landfill
<br />(outside of the boundaries of the Evaporation Plant) or with respect to the District's
<br />Wastewater or Processed Residual, occasioned wholly or in part by any act or
<br />omission of the District or any of the District's Representatives but excluding any
<br />such loss, injury or damage caused by the Company's performance or failure to
<br />perform its obligations under this Agreement and (d) any material breach by
<br />District of any representation or warranty made in this Agreement. The District is
<br />not required to hold harmless or indemnify any Company Indemnified Person for
<br />any cost, expense, loss, claim or liability to the extent caused by any Company
<br />Indemnified Person's negligence or reckless misconduct.
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