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11. Assignment. Redwood City shall not assign, delegate, transfer, or convey its
<br />duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
<br />or to the same or any part thereof without Town's prior written consent, which cannot
<br />unreasonably be withheld.
<br />12. Subcontractors: Emn_ lovees. Redwood City shall be responsible for employing or
<br />engaging all persons necessary to perform the services of Redwood City hereunder. Redwood
<br />City shall give personal attention to the fulfillment of the provisions of this Agreement by all
<br />employees and subcontractors, if any, and shall keep the work under its control.
<br />13. Indemnity. Redwood City hereby agrees to defend (by counsel reasonably
<br />satisfactory to Town), indemnify, and hold harmless Town, its officers, agents, employees,
<br />volunteers, and servants, from and against any and all claims, demands, damages, costs,
<br />liabilities, or obligations brought on account of or arising out of any acts, errors, or omissions of
<br />Redwood City, its officers, employees, agents, and subcontractors arising out of Redwood City's
<br />maintenance services pursuant to this Agreement excepting liabilities due to the active
<br />negligence, sole negligence or willful misconduct of Town. Redwood City's duty to indemnify
<br />and hold harmless, as set forth herein, shall include the duty to defend as set forth in California
<br />Civil Code § 2778. This indemnification obligation is not limited in any way by any limitation
<br />on the amount or type of damages or compensation payable by or for Redwood City under
<br />Worker's Compensation, disability or other employee benefit acts or the terms, applicability or
<br />limitations of any insurance held or provided by Redwood City and shall continue to bind the
<br />parties after termination/completion of this Agreement.
<br />Town hereby agrees to defend (by counsel reasonably satisfactory to Redwood City), indemnify,
<br />and hold harmless Redwood City, its officers, agents, employees, volunteers, and servants, from
<br />and against any and all claims, demands, damages, costs, liabilities, or obligations brought on
<br />account of or arising out of any acts, errors, or omissions of Town, its officers, employees,
<br />agents, and subcontractors arising out of the Town's use or ownership of the motor vehicles.
<br />The Town's duty to indemnify and hold harmless, as set forth herein, shall include the duty to
<br />defend as set forth in California Civil Code § 2778. This indemnification obligation is not
<br />limited in any way by any limitation on the amount or type of damages or compensation payable
<br />by or for Town under Worker's Compensation, disability or other employee benefit acts or the
<br />terms, applicability or limitations of any insurance held or provided by Town and shall continue
<br />to bind the parties after termination/completion of this Agreement.
<br />14. Litigation SuDDOrt. Redwood City agrees to testify at Town's request if litigation
<br />is brought against Town in connection with Redwood City's Services.
<br />15. Liabilitv of Members and Em_olovees of Town. No member of Town and no
<br />other officer, employee or agent of Town shall be personally liable to Redwood City or
<br />otherwise in the event of any default or breach of Town, or for any amount which may become
<br />due to Redwood City or any successor in interest, or for any obligations directly or indirectly
<br />incurred under the terms of this Agreement.
<br />16. Insurance. The parties will obtain and maintain for the duration of the Agreement
<br />and any and all amendments, insurance against claims for injuries to persons or damage to
<br />REV: 06-02-17 VR
<br />Page 3 of 7
<br />ATTY/AGR.2017.128/rown of Atherton
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