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limitation upon the right of Port to terminate this MOU for cause, or otherwise to exercise
<br />such rights or pursue such remedies as may accrue to Port hereunder.
<br />9. RECORDS. City shall keep and maintain accurate records of all time expended
<br />and costs and expenses incurred relating to services to be performed by City hereunder.
<br />Said records shall be available to Port for review and copying during regular business hours
<br />at City's place of business or as otherwise agreed upon by the parties.
<br />10. HOLD HARMLESS. City hereby agrees to defend, indemnify, and save harmless
<br />Port, its Board, commissions, officers, employees and agents, from and against any and all
<br />claims, suits, actions, liability, loss, damage, expense, cost (including, without limitation,
<br />costs and fees of litigation) of every nature, kind, or description, which may be brought
<br />against, or suffered or sustained by, Port, its Board, commissions, officers, employees, or
<br />agents to the extent caused by, or alleged to have been caused by, the negligence,
<br />intentional tortuous act or omission, or willful misconduct of City, its officers, employees, or
<br />agents in the performance of any services or work pursuant to this MOU, except where
<br />caused by the negligence, intentional tortuous act or omission, or willful misconduct of Port.
<br />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
<br />agents in connection with the services provided by City under this MOU, except where
<br />caused by the 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 />ATTY/AGR/2019.047/PORT OF REDWOOD CITY
<br />REV: 03-08-19 PR
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