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waive all rights of subrogation and contribution it may have against the City, its officers,
<br />employees and agents and their respective insurers. Except for the policy of professional
<br />liability insurance, all of said policies of insurance shall provide that said insurance may not be
<br />amended or canceled without providing thirty (30) days prior written notice by registered mail to
<br />the City. In the event any of said policies of insurance are cancelled, the attorney shall, prior to
<br />the cancellation date, submit new evidence of insurance in conformance with this Section to the
<br />City. Failure to do so is cause for termination.
<br />12. INDEMNIFICATION
<br />A. BB &K agrees to indemnify City, its officers, employees and agents against, and
<br />will hold and save each of them harmless from, any and all actions, suits, claims, damages to
<br />persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein
<br />"claims or liabilities ") that may be asserted or claimed by any person, firm or entity arising out
<br />of or in connection with the work, operations or activities of BB &K, its agents, employees,
<br />subcontractors, or invitees, provided for herein or arising from the acts or omissions of BB &K
<br />hereunder, or arising from BB &K's performance of or failure to perform any term, provision,
<br />covenant or condition of this Agreement, except to the extent such claims or liabilities arise from
<br />the negligence or willful misconduct of City, its officers, agents or employees.
<br />B. City acknowledges BB &K is being appointed as City Attorney pursuant to the
<br />authority of Government Code Section 36505, and has the authority of that office. Accordingly,
<br />the City is responsible pursuant to Government Code Section 825 for providing a defense for the
<br />City Attorney for actions within the scope of its engagement hereunder. Therefore, City agrees to
<br />undertake its statutory duty and indemnify BB &K, its officers, employees and agents against and
<br />will hold and save each of them harmless from, any and all claims or liabilities that may be
<br />asserted or claims by any person, firm or entity arising out of or in connection with the work,
<br />operations or activities of BB &K within the course and scope of its performance hereunder, but
<br />nothing herein shall require City to indemnify BB &K for liability arising from its own
<br />negligence or alleged negligence. In connection herewith:
<br />(i) City will promptly provide a defense and pay any judgment rendered
<br />against the City, its officers, agency or employees for any such claims or liabilities arising out of
<br />or in connection with such work, operations or activities of City hereunder;
<br />(ii) In the event BB &K, its officers, agents or employees is made a party to
<br />any action or proceeding filed or prosecuted against City for such damages or other claims solely
<br />arising out of or in connection with the work operation or activities of City hereunder, City
<br />agrees to pay to BB &K, its officers, agents or employees any and all costs and expenses incurred
<br />by attorney, its officers, agents or employees in such action or proceeding, including, but not
<br />limited to, legal costs and attorneys' fees.
<br />13. NOTICES
<br />Notices required pursuant to this Agreement shall be given by personal service upon the
<br />party to be notified, or by delivery of same into the custody of the United States Postal Service,
<br />or its lawful successor; postage prepaid and addressed as follows:
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