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10. HOLD HARMLESS AND RESPONSIBILITY OF CONTRACTORS. Contractor shall
<br />take all responsibility for the work, shall bear all losses and damages directly or indirectly
<br />resulting to him, to any subcontractor, to the City, to City officers and employees, or to parties
<br />designated by the City, on account of the performance or character of the work, unforeseen
<br />difficulties, accidents, occurrences or other causes predicated on active or passive negligence of
<br />the Contractor or of any subcontractor. Contractor shall indemnify, defend and hold harmless the
<br />City, its officers, officials, directors, employees and agents from and against any or all loss,
<br />liability, expense, claim, costs (including costs of defense), suits, and damages of every kind,
<br />nature and description directly or indirectly arising from the performance of the work except to
<br />the extent that such loss, liability, expense, claim, costs (including costs of defense), suits, and
<br />damages of every kind is a result of the negligence of City, it officers, agents or employees.. This
<br />paragraph shall not be construed to exempt the City, its employees and officers from its own
<br />fraud, willful injury or violation of law whether willful or negligent. For purposes of Section
<br />2782 of the Civil Code the parties hereto recognize and agree that this agreement is not a
<br />construction contract. By execution of this Agreement, Contractor acknowledges and agrees that
<br />it has read and understands the provisions hereof and that this paragraph is a material element of
<br />consideration.
<br />Approval of the insurance contracts does not relieve the Contractor or subcontractors from
<br />liability under this paragraph.
<br />11. GOVERNMENTAL REGULATIONS. To the extent that this Agreement maybe funded
<br />by fiscal assistance from another governmental entity, Contractor shall comply with all
<br />applicable rules and regulations to which City is bound by the terms of such fiscal assistance
<br />program.
<br />12. DOCUMENTS. All reports, data, maps, models, charts, studies, surveys, photographs,
<br />memoranda or other written documents or materials prepared by Contractor pursuant to this
<br />Agreement shall become the property of City upon completion of the work to be performed
<br />hereunder or upon termination of the Agreement.
<br />13. COMPLIANCE WITH APPLICABLE LAWS. Contractor shall comply with all laws
<br />applicable to the performance of the work hereunder, including, but not limited to, laws
<br />prohibiting discrimination based on race, religious creed, color, national origin, ancestry,
<br />physical handicap, medical condition, marital status or sex.
<br />14. USE OF RECYCLED PRODUCTS. Contractors shall prepare and submit all reports,
<br />written studies and other printed material on recycled paper to the extent it is available at equal or
<br />less cost than virgin paper.
<br />Exhibit D Page b of 7
<br />G:\Oliver\Paratransit\MV Contract Aug 03 -Feb 04
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