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<br />Consultant under this Agreement, for a period of at least five (5) years after
<br />Consultant's receipt of final payment under this Agreement. Said records shall be
<br />available to City for review and copying during regular busineso hours at Consultant's
<br />place of business or as otherwise agreed upon by the parties, without restriction, or
<br />limitation on their use.
<br />11. HOLD HARMLESS. Consultant hereby agrees to defend, indemnify, and
<br />save harmless City, its Council, boards, commissioners, officers, employees and
<br />agents, from and against any and all claims, suits, actions, liability, loss, damage,
<br />expense, cost (including, without limitation, costs and fees of litigation) of every nature,
<br />kind or description, which may be brought against, or suffered or sustained by, City, its
<br />Council, boards, commission, officers, employees, or agents, arising out of the
<br />performance of the work described herein, to the extent caused in whole or in part by
<br />any negligent act or omission of Consultant, its officers, agents and employees, or
<br />anyone directly or indirectly employed by any of them or anyone for whose acts any of
<br />them may be liable, except where caused by the active negligence, sole negligence, or
<br />willful misconduct of City.
<br />The duty of Consultant 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;
<br />provided, however, that nothing herein contained shall be construed to require
<br />Consultant to indemnify City, its Council, boards, commissions, officers, employees and
<br />agents against any responsibility or liability in contravention of Section 2782 of the
<br />F:Atly /Agr /Agr.148 5
<br />080503
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