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<br />11. HOLD HARMLESS. Consultant hereby agrees to defend, indemnify,
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<br />and save harmless Agency, its boards, commissions, officers, employees and
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<br />agents, from and against any and all claims, suits, actions liability, loss, damage,
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<br />expense, cost (including, without limitation, costs and fees of litigation) of every
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<br />nature, kind or description, which may be brought against, or suffered or
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<br />sustained by, Agency, its boards, commissions, officers, employees or agents
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<br />caused by, or alleged to have been caused by, the negligence, intentional
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<br />tortious act or omission, or willful misconduct of Consultant, its officers,
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<br />employees or agents in the performance of any services or work pursuant to this
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<br />Agreement. Except for such losses resulting from intentional tortious acts or
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<br />omissions or willful misconduct, Consultant's liability hereunder shall be limited to
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<br />the contract price established in paragraph 2 hereof.
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<br />The duty of Consultant to indemnify and save harmless, as set forth
<br />
<br />herein, shall include the duty to defend as set forth in Section 2778 of the
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<br />California Civil Code; provided, however, that nothing herein contained shall be
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<br />construed to require Consultant to indemnify Agency, its boards, commissions,
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<br />officers, employees and agents against any responsibility or liability in
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<br />contravention of Section 2782 of the California Civil Code.
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<br />Without limitation upon the foregoing, Agency shall defend, indemnify, and
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<br />hold harmless Consultant, its directors, officers, employees, and shareholders
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<br />from losses caused by, or alleged to have been caused by, the negligence,
<br />
<br />intentional tortious act or omission, or willful misconduct of Agency, its boards,
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<br />Agmt-RD-001
<br />DES:djk
<br />F :/Shared/Redwood/Cou ncil
<br />05/08100
<br />05/11/00R
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