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XIII MUTUAL INDEMNITY
<br /> A. Ameresco shall, at its expense, defend, indemnify and hold harmless the County and its
<br /> employees, officers, directors, contractors, representatives and agents (the "County
<br /> Indemnitees")from and against any losses, liabilities, damages, penalties, costs, fees,
<br /> including without limitation reasonable attorneys'fees, and expenses from any claim or
<br /> action (i)from or to third parties for bodily injury or death or damage or loss to or of
<br /> property, to the extent caused by or arising from the active and/or passive negligence or
<br /> willful misconduct of Ameresco, its employees, officers, agents or subcontractors; except
<br /> to the extent caused by or arising out of the contributing or concurrent willful or negligent
<br /> acts or omissions of one or more County Indemnitees, or (ii) arising out of the Federal
<br /> Comprehensive Environmental Response, Compensation and Liability Act, the Resource
<br /> Conservation and Recovery Act, Clean Air Act, or Clean Water Act, or other Federal,
<br /> State, or local regulation enacted to protect human health or the environment but only to
<br /> the extent arising from the acts or omissions of the indemnifying Party, whether or not
<br /> intentional or negligent, and not to the extent arising out of or caused by the contributing
<br /> or concurrent intentional or negligent acts or omissions of one or more County
<br /> Indemnitees.
<br /> B. County shall, at its expense, defend, indemnify and hold harmless Ameresco and its
<br /> 1 employees, officers, directors, contractors, representatives and agents (the "Ameresco
<br /> Indemnitees")from and against any losses, liabilities, damages, penalties, costs, fees,
<br /> including without limitation reasonable aftorneys'fees, and expenses from any claim or
<br /> action (i)from third parties for bodily injury or death or damage or loss to or of property, to
<br /> the extent caused by or arising from the active and/or passive negligence or willful
<br /> misconduct of the County, its employees, officers, agents or subcontractors ; except to
<br /> the extent caused by or arising out of the contributing or concurrent willful or negligent
<br /> acts or omissions of one or more Ameresco Indemnitees, or(ii) arising out of the Federal
<br /> Comprehensive Environmental Response, Compensation and Liability Act, the Resource
<br /> Conservation and Recovery Act, Clean Air Act, or Clean Water Act, or other Federal,
<br /> State, or local regulation enacted to protect human health or the environment but only to
<br /> the extent arising from the acts or omissions of the indemnifying Party, whether or not
<br /> intentional or negligent, and not to the extent arising out of or caused by the contributing
<br /> or concurrent intentional or negligent acts or omissions of one or more Ameresco
<br /> Indemnitees.
<br /> C. Ameresco shall hold County, its officers and employees, harmless from liability, of any
<br /> nature or kind because of use of any copyrighted, or un-copyrighted composition, secret
<br /> process, patented or un-patented invention articles or appliance furnished or used by
<br /> Ameresco in connection with the Agreement.
<br /> XIV FORCE MA.1fEURE
<br /> If either Party is rendered unable wholly or in part by Force Majeure to carry out its obligations
<br /> under this Agreement,the affected Party shall within a reasonable time, but no longer than ten(10)
<br /> days, notify the other Party of the existence, cause and anticipated duration of the Force Majeure.
<br /> The obligations of the affected Party shall be suspended during the Force Majeure event only so
<br /> far as they are affected by such Force Majeure. Continuance of any inability due to the Force
<br /> Majeure shall be remedied with all reasonable dispatch.
<br /> LFG Purchase Agreement 16
<br /> Foothill Sanitary Landfill
<br /> Ameresco San Joaquin LLC/San Joaquin County
<br /> SW-1013035-R5
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