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<br />Developer shall also protect, defend, indemnify and hold harmless the above-named
<br />
<br />parties for any liability from and against Claims based upon the use of any patent,
<br />
<br />patented article or copyright or copyrighted material by Developer, Contractors or
<br />
<br />Consultants in the performance of the Services. Developer's duty to defend and hold
<br />
<br />harmless shall include the responsibility to provide legal representation, the selection of
<br />
<br />whom shall be subject to approval by the City and Agency. Developer shall include in its
<br />
<br />contracts with each and every Consultant in connection with the Streetscape
<br />
<br />Improvements and Street Modifications similar obligations to indemnify, defend and hold
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<br />harmless the City and the Agency.
<br />
<br />B. Developer shall include the following provision in its agreements with each
<br />
<br />and every Contractor:
<br />
<br />Contractor shall, to the fullest extent allowed by law, defend,
<br />indemnify and hold harmless the City of Redwood City, its Council,
<br />the Redevelopment Agency of the City of Redwood City, their
<br />boards, commissions, officers, employees and agents, from any
<br />and all liabilities, penalties, costs, losses, damages, expenses,
<br />causes of action, claims or judgments, including attorney's fees and
<br />other defense costs, resulting from injury to or death sustained by
<br />any person (including Contractors or employees), or damage to
<br />property of any kind, or any other injury or damage whatsoever,
<br />which injury, death or damage arises out of or is in any way
<br />connected with the performance of the contract for construction of
<br />the Streetscape Improvements and Street Modifications and
<br />without regard to Contractor's negligence or fault, including any of
<br />the same resulting from City's or ,Agency's alleged or actual
<br />negligent act or omission or its agents, contractors or employees;
<br />except that said indemnity shall not be applicable to injury, death or
<br />damage to property arising from the sole or active negligence or
<br />willful misconduct of City of Redwood City, its Council, the
<br />Redevelopment Agency of the City of Redwood City, their boards,
<br />commissions, officers, employees and agents, other than
<br />Contractor, who are directly responsible to City. This
<br />indemnification shall extend to claims asserted after termination of
<br />this Contract for whatever reason.
<br />
<br />C. The duty of Developer 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 California Civil
<br />
<br />Code; provided, however, that nothing herein contained shall be construed to require
<br />
<br />Developer and Developer's Contractor to indemnify City, its Council, the Agency, their
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<br />Atty/Agr/2005.072
<br />101105
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