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review and copying during regular business hours at Consultant's place of
<br />business or as otherwise agreed upon by the parties.
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<br /> 11. HOLD HARMLESS. Consultant hereby agrees to defend, indemnify,
<br />and save harmless City, Agency, their Councils, Boards, commissioners, officers,
<br />employees and agents, from and against any and all claims, suits, actions,
<br />liability, loss, damage, expense, cost (including, without limitation, costs and fees
<br />of litigation) of every nature, kind or description, which may be brought against,
<br />or suffered or sustained by, City, Agency, their Councils, Boards, commission,
<br />officers, employees, or agents, arising out of the performance of the work
<br />described herein, to the extent caused in whole or in part by any negligent act or
<br />omission of Consultant, its officers, agents and employees, or anyone directly or
<br />indirectly employed by any of them or anyone for whose acts any of them may
<br />be liable, except where caused by the active negligence, sole negligence, or
<br />willful misconduct of City or Agency.
<br />
<br /> The duty of Consultant 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 contained shall be
<br />construed to require Consultant to indemnify City, Agency, their Councils,
<br />Boards, commissions, officers, employees and agents against any responsibility
<br />or liability in contravention of Section 2782 of the California Civil Code.
<br />
<br /> 12. INSURANCE. Consultant shall acquire and maintain Workers'
<br />Compensation, employer's liability, commercial general liability, owned and non-
<br />
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