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<br />commissions, employees, or agents shall be in excess of
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<br />Permittee's insurance and not contributory with it.
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<br />11. HOLD HARMLESS.
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<br />Permittee hereby agrees to defend, indemnify,
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<br />and save harmless City, its Council, boards, commissions, officers, employees
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<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, which may be brought against, or suffered or
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<br />sustained by, City, its Council, boards, commissions, officers, employees or
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<br />agents 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 Permittee, 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.
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<br />The duty of Permittee to indemnify and save harmless, as set forth herein,
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<br />shall include the duty to defend as set forth in Section 2778 of the California Civil
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<br />Code; provided, however, that nothing herein contained shall be construed to
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<br />require Permittee to indemnify City, its Council, boards, commissions, officers,
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<br />employees and agents against any responsibility or liability in contravention of
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<br />Section 2782 of the California Civil Code.
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<br />12. NONTRANSFERABLE.
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<br />Permittee shall not, voluntarily or
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<br />involuntarily, assign, hypothecate, encumber or transfer any interest herein in the
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<br />Property, nor permit in any manner whatsoever the use thereof by others, except
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<br />in connection with the use by Permittee permitted hereunder. Should Permittee
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<br />F/sh/redwood/councilGrant-13
<br />FXS:djk
<br />02/25/99
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