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<br />that subsection A of Exhibit "A" is derived from an architect's
<br />estimates based on conceptual documents, and that the actual amounts
<br />for these categories of work will vary depending on the contractor bids
<br />received and accepted by Association. Upon receipt of written
<br />request from Association and documentation satisfactory to Agency,
<br />the Executive Director is authorized to amend subsection A to Exhibit
<br />"A", provided that in no event shall the total reimbursable amount for
<br />work performed pursuant to subsection A exceed $340,000.00.
<br />
<br />3. Relationship of Parties
<br />
<br />It is expressly understood that this is an agreement between two (2)
<br />independent contractors and that no agency, employee, partnership, joint
<br />venture or other relationship is established by this Agreement. The intent of
<br />Agency and Association is to create an independent contractor relationship.
<br />
<br />4. Hold Harmless
<br />
<br />Association hereby agrees to defend, indemnify and save harmless the
<br />Agency, its Board, officers, boards, commissions, agents and employees, the
<br />City of Redwood City, its Council, officers, boards, commissions, agents and
<br />employees (collectively, "Indemnitees") against and from any and all claims,
<br />suits or actions of every name, kind and description, which may be brought
<br />against Indemnitees, or any of them, by reason of any injury to, or death of,
<br />any person (including corporations, partnerships and associations) or damage
<br />suffered or sustained by any such person arising from, or alleged to have
<br />risen from, any act or omission to act, negligent or otherwise, of Association,
<br />its officers, agents, employees and/or servants, resulting from the
<br />performance of any work required by this Agreement of Association, its
<br />officers, agents, employees and/or servants.
<br />
<br />The duty of Association to indemnify and save harmless, as set forth
<br />herein, shall include the duty to defend as set forth in Section 2778 of the
<br />California Civil Code; provided, however, that nothing herein shall be
<br />construed to require Association to indemnify Agency, the City of Redwood
<br />City, its Council, officers, boards, commissions, agents and employees against
<br />any responsibility or liability in contravention of Section 2782 of the
<br />California Civil Code.
<br />
<br />5. Insurance. Association shall acquire and maintain Workers'
<br />Compensation, employer's liability, commercial general liability, owned and
<br />on-owned and hired automobile liability insurance coverage relating to
<br />Association's services to be performed hereunder covering Agency's risks in
<br />form subject to the approval of the Agency's Attorney. The minimum
<br />amounts of coverage corresponding to the aforesaid categories of insurance
<br />per insurable event shall be as follows:
<br />
<br />-3-
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<br />AK/DES: Historical Museum: v.4: 5/15/97
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