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<br />performed by Consultant hereunder. Said records shall be available to City for
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<br />review and copying during regular business hours at Consultant's place of
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<br />business or as otherwise agreed upon by the parties.
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<br />11. HOLD HARMLESS. Consultant hereby agrees to defend, indemnify,
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<br />and save harmless City, its Council, boards, commissions, officers, employees
<br />
<br />and agents, from and against any and all claims, suits, actions, liability, loss,
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<br />damage, expense, cost (including, without limitation, costs and fees of litigation)
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<br />of every nature, kind, or description (collectively, "losses"), which may be brought
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<br />against, or suffered or sustained by, City, its Council, boards, commissions,
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<br />officers, employees, or agents caused by, or alleged to have been caused by,
<br />
<br />the negligence, intentional tortious act or omission, or willful misconduct of
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<br />Consultant, its officers, employees, or agents in the performance of any services
<br />
<br />or work pursuant to this Agreement. The duty of Consultant to indemnify and
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<br />save harmless, as set forth herein, shall include the duty to defend as set forth in
<br />
<br />Section 2778 of the California Civil Code; provided, however, that nothing herein
<br />
<br />contained shall be construed to require Consultant to indemnify City, its Council,
<br />
<br />boards, commissions, officers, employees, and agents against any responsibility
<br />
<br />or liability in contravention of Section 2782 of the California Civil Code.
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<br />12. INSURANCE. Consultant represents that Consultant is exempt from
<br />
<br />or does not require, Workers' Compensation insurance. If Consultant's status
<br />
<br />should change in that regard, Consultant agrees to obtain the minimum statutory
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<br />Workers' Compensation Insurance coverage required for Consultant's business
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<br />Agmt-293
<br />F :/S hared/Redwood/Cou ncil
<br />FXS:djk
<br />09/24/99
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