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Contractor shall defend, indemnify and hold the City, its officials, officers, <br />employees, agents and volunteers free and harmless from any and all claims, <br />demands, causes of action, expenses, liabilities, losses, damages and injuries to <br />property or persons, including wrongful death, in any manner arising out of or <br />incident to any alleged negligent acts, ornissions or willful misconduct of <br />Contractor, its officials, officers, employees, agents, consultants and contractors <br />arising out of or in connection with the performance of the Services or this <br />Agreement, including, without limitation, the payment of all consequential <br />damages, attorneys fees and other related costs and expenses. <br />if the foregoing is consistent with your understanding, please countersign <br />this agreement where indicated below. <br />Sincerely, <br />Daryl Parrish <br />City Manager <br />Agreed and Accepted: <br />Noresco, L.L.C. <br />Page 3 of 3 <br />