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12. INDEMNITY AND HOLD HARMLESS.
<br />A. Developer hereby agrees to defend, indemnify, and save harmless City,
<br />its Council, the Agency, their boards, commissioners, officers, employees and agents,
<br />from and against any and all claims, suits, actions, liability, loss, damage, expense, cost
<br />(including, without limitation, costs and fees of litigation) of every nature, kind or
<br />description, which may be brought against, or suffered or sustained by, City, its Council,
<br />the Agency, their boards, commission, officers, employees, or agents, arising out of or
<br />related to the performance of the Services (collectively "Claims"), to the extent caused
<br />in whole or in part by any negligent act or omission of Developer, its officers and
<br />employees, or anyone for whose acts any of them may be liable, except where caused
<br />by the active negligence, sole negligence, or willful misconduct of City or Agency.
<br />Developer shall also protect, defend, indemnify and hold harmless the above-named
<br />parties for any liability from and against Claims based upon the use of any patent,
<br />patented article or copyright or copyrighted material by Developer, Contractors or
<br />Consultants in the performance of the Services. Developer's duty to defend and hold
<br />harmless shall include the responsibility to provide legal representation, the selection of
<br />whom shall be subject to approval by the City and Agency. Developer shall include in its
<br />contracts with each and every Consultant in connection with the Public Parking Facility
<br />similar obligations to indemnify, defend and hold harmless the City and the Agency.
<br />B. Developer shall include the following provision in its agreements with each
<br />and every Contractor:
<br />Contractor shall, to the fullest extent allowed by law, defend, indemnify and
<br />hold harmless the City of Redwood City, its Council, the Redevelopment
<br />Agency of the City of Redwood City, their boards, commissions, officers,
<br />employees and agents, from any and all liabilities, penalties, costs, losses,
<br />damages, expenses, causes of action, claims or judgments, including
<br />attorney's fees and other defense costs, resulting from injury to or death
<br />sustained by any person (including Contractors or employees), or damage
<br />to property of any kind, or any other injury or damage whatsoever, which
<br />injury, death or damage arises out of or is in any way connected with the
<br />performance of the contract for construction of the Public Parking Facility
<br />and without regard to Contractor's negligence or fault, including any of the
<br />same resulting from City's or Agency's alleged or actual negligent act or
<br />omission or its agents, contractors or employees; except that said indemnity
<br />shall not be applicable to injury, death or damage to property arising from
<br />the sole or active negligence or willful misconduct of City of Redwood City,
<br />Atty/Agr/Agr.147
<br />101403 Final
<br />L. Beck
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