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Port hereby agrees to defend, indemnify, and save harmless City, its Council,
<br />commissions, officers, employees and agents, from and against any and all claims, suits,
<br />actions, liability, loss, damage, expense, cost (including, without limitation, costs and fees of
<br />litigation) of every nature, kind, or description, which may be brought against, or suffered or
<br />sustained by, City, its Council, commissions, officers, employees, or agents to the extent
<br />caused by, or alleged to have been caused by, the negligence, intentional tortuous act or
<br />omission, or willful misconduct of Port, its Board, commissions, officers, employees, or agents
<br />in connection with the services provided by City under this MOU, except where caused by the
<br />negligence, intentional tortuous act or omission, or willful misconduct of City.
<br />The duty of the parties to indemnify and save harmless, as set forth herein, shall
<br />include the duty to defend as set forth in Section 2778 of the California Civil Code; provided,
<br />however, that nothing herein contained shall be construed to require one party to indemnify
<br />the other party against any responsibility or liability in contravention of Section 2782 of the
<br />California Civil Code.
<br />11. COVENANT AGAINST CONTINGENT FEES. City hereby warrants that City has
<br />not employed or retained any company or person, other than a bona fide employee working for
<br />City, to solicit or secure this MOU, and City has not paid or agreed to pay any company or
<br />person, other than a bona fide employee, any fee, commission, percentage, brokerage fee,
<br />gift, or any other consideration contingent upon or resulting from the award or formation of this
<br />MOU. For breach or violation of this warranty, Port shall have the right to annul this MOU
<br />without liability, or at Port's discretion, to deduct from the amount to be paid under this MOU,
<br />or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift
<br />or contingent fee.
<br />12. NOTICES. Written notices required or convenient hereunder shall be delivered
<br />personally or by depositing the same with the United States Postal Service, first class (or
<br />equivalent) postage prepaid and addressed, in the case of City to:
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