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6. Discharge and Withdrawal, TOWN may discharge REDWOOD at any time upon thirty (30)
<br />days' written notice to REDWOOD, REDWOOD may withdraw with TOWN's consent or in the absence of
<br />such consent at any time following thirty days' written notice.
<br />7. No Guarantee, REDWOOD agrees to provide conscientious competent and diligent
<br />services and at all times will seek to achieve solutions which are just and reasonable, However, because
<br />of the uncertainty of legal proceedings, the interpretation and changes in the law and many unknown
<br />factors, REDWOOD cannot and does not warrant, predict or guarantee results or the final outcome of any
<br />case or matter,
<br />8. Assignment of Agreement, ement, REDWOOD shall not assign or transfer any interest In, nor
<br />delegate any duties thereof in this Agreement, without the prior express written consent of the TOWN,
<br />9, Independent Contractor. REDWOOD hereby declares that it is engaged in an
<br />independent business and agrees to perform said services as an independent contractor and not as the
<br />agent, servant or employee of the TOWN. REDWOOD agrees to be solely responsible for its own matters
<br />relating to payment of employees, including compliance with Social Security, withholding and all other
<br />regulations governing such matters, REDWOOD agrees to be solely responsible for its own acts and those
<br />of its subordinates and employees during the life of this Agreement,
<br />10. Conflicts of Interest, REDWOOD's legal practice is almost exclusively devoted to
<br />representing public agencies, some of which are public agencies within Santa Clara County including VTA.
<br />With the exception of those public agencies within'Santa Clara County that we presently represent,
<br />REDWOOD covenants that it does not have any existing clients that would create any potential conflict in
<br />any manner or degree with the performance of the services hereunder. With regards to those public
<br />agency clients in Santa Clara County that we presently represent, TOWN and REDWOOD agree that in the
<br />event of a potential conflict of interest TOWN will waive the conflict as long the conflict does not involve a
<br />lawsuit or dispute between the TOWN and the other public agency, TOWN may, if the TOWN desires,
<br />retain separate counsel to represent the TOWN in any matter involving a potential conflict of interest.
<br />11. Indemnification, REDWOOD shall indemnify, defend, and hold harmless TOWN, its
<br />officers, employees, agents, and volunteers harmless from and arising out of any personal injury, bodily
<br />injury, loss of life, or damage to property or any violation of any federal, state, or municipal law or
<br />ordinance, or other cause in connection with the negligent or intentional acts or omissions of REDWOOD,
<br />its employees, subcontractors, or agents, or on account of the performance of character of this work,
<br />except for any such claim arising out of the negligence or willful misconduct of the TOWNIAGENCY, its
<br />officers, employees, agents or volunteers. Acceptance of Insurance certificates and endorsements
<br />required under this Agreement does not relieve REDWOOD from liability under this indemnification and
<br />hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such
<br />insurance policies shall have been determined to be applicable to any of such damages or claims for
<br />damages,
<br />12. licenses, REDWOOD shall be responsible for any licenses required to perform services
<br />under this Agreement.
<br />13, Professional Insurance. During the term of this Agreement, REDWOOD shall maintain
<br />general liability and property damage insurance inclusive of automobile liability in the amount of at least
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