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commissions, employees, or agents shall be in excess of
<br /> Permittee's insurance and not contributory with it.
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<br /> 11. HOLD HARMLESS. Permittee hereby agrees to defend, indemnify,
<br />and save harmless City, its Council, boards, commissions, officers, employees
<br />and agents, from and against any and all claims, suits, actions liability, loss,
<br />damage, expense, cost (including, without limitation, costs and fees ol' litigation)
<br />of every nature, kind or description, which may be brought against, or suffered or
<br />sustained by, City, its Council, boards, commissions, officers, employees or
<br />agents caused by, or alleged to have been caused by, the negligence, intentional
<br />tortious act or omission, or willful misconduct of Permittee, its officers,
<br />employees or agents in the performance of any services or work pursuant to this
<br />Agreement.
<br />
<br /> The duty of Permittee to indemnify and save ha~nless, as set forth herein,
<br />shall include the duty to defend as set forth in Section 2778 of the California Civil
<br />Code; provided, however, that nothing herein contained shall be construed to
<br />require Permittee to indemnify City, its Council, boards, commissions, officers,
<br />employees and agents against any responsibility or liability in contravention of
<br />Section 2782 of the California Civil Code.
<br />
<br /> 12. NONTRANSFERABLE. Permittee shall not, voluntarily or
<br />involuntarily, assign, hypothecate, encumber or transfer any interest herein in the
<br />Property, nor permit in any manner whatsoever the use thereof by others, except
<br />in connection with the use by Permittee permitted hereunder. Should Permittee
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