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9. Not a Joint Venture or Joint Powers Authority. The parties intended by this
<br /> Agreement to establish only an Agreement for finance and computer and information
<br /> technology services, and do not intend to create a joint powers agency, partnership,
<br /> joint venture, joint enterprise, or special relationship of any kind.
<br /> 10. Indemnification. City hereby agrees to defend, indemnify, and save harmless
<br /> SBSA, its boards, commissions, officers, attorneys, employees and agents, from and
<br /> against any and all claims, suits, actions liability, loss, damage, expense, cost
<br /> (including, without limitation, costs of litigation and attorneys fees) which may be
<br /> brought against, SBSA, its boards, commissions, officers, attorneys, employees or
<br /> agents caused by any act or omission of City, its officers, employees or agents in the
<br /> performance of any services or work pursuant to this Agreement.
<br /> The duty of City to indemnify and save harmless, as set forth herein, shall include the
<br /> duty to defend as set forth in Section 2778 of the California Civil Code; provided,
<br /> however, that nothing herein contained shall be construed to require City to indemnify
<br /> SBSA, its boards, commissions, officers, employees and agents against any
<br /> responsibility or liability in contravention of Section 2782 of the California Civil Code.
<br /> 7.1 In the event that SBSA and Redwood City are concurrently negligent and
<br /> are proximate causes of the alleged injury or damage giving rise to a claim, then
<br /> the liability of any and all such claims for injuries or damages shall be
<br /> apportioned under California's law of comparative negligence.
<br /> 7.2 Other than expressly provided for above, no Party shall be responsible for
<br /> the acts or omissions of the other Party's officers or employees, nor shall any
<br /> Party incur any liability arising out of the services of the other Party's officers or
<br /> employees. Accordingly, the Parties hereby expressly agree to waive the pro
<br /> rata risk allocation contained in Government Code section 895.6.
<br /> 7.3 The Parties expressly agree that this section shall survive the expiration or
<br /> early termination of the Agreement.
<br /> 11. Insurance. Redwood City will obtain and maintain for the duration of the
<br /> Agreement and any and all amendments, insurance against claims for injuries to
<br /> persons or damage to property which may arise out of or in connection with
<br /> performance of the Services by Redwood City or its agents, representatives, employees
<br /> or subcontractors. Said coverage may be provided by self-insurance and/or through a
<br /> joint powers insurance authority risk pool organized and operated under California law.
<br /> Evidence of City's compliance with these insurance requirements will be provided to
<br /> SBSA upon request.
<br /> 11.1 Coveraqes and Limits. Redwood City, at its sole expense, will maintain
<br /> the types of coverages and minimum limits indicated below.
<br /> 11.1.1 General Liability Insurance with limits of $1,000,000 per
<br /> occurrence.
<br /> ATTY/AGR/2012.Oxx 3
<br /> SBSA Finance and IT Services
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