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<br />16. City agrees to use the website in strict accordance with, but not limited to, all local, state, and
<br />federal laws. City hereby agrees that any text, data, graphics, or any other material published by City on
<br />its website is free from violation of or infringement upon copyright, trademark, service mark, patent, trade
<br />secret, statutory, common law or proprietary or intellectual property rights of others, and is free from
<br />obscenity or libel. Contractor hereby represents and warrants that all text, data, graphics, or any other
<br />material provided by Contractor in the Deliverables is free from violation of or infringement upon
<br />copyright, trademark, service mark, patent, trade secret, statutory, common law or proprietary or
<br />intellectual property rights of others, and is free from obscenity or libel.
<br />
<br />17. Intentionally omitted.
<br />
<br />18. Intentionally omitted.
<br />
<br />19. Hold Harmless. Contractor shall, to the fullest extent allowed by law, with respect to all
<br />services performed in connection with this Agreement, defend with counsel acceptable to City,
<br />indemnify, and hold City, its officers, employees, agents, and volunteers (“Indemnitees”), harmless from
<br />and against any and all claims that arise out of, pertain to, or relate to the negligence, recklessness, or
<br />willful misconduct of the Contractor, subcontractor, or anyone directly or indirectly employed by any of
<br />them or anyone for whose acts any of them may be liable (“Claims”). Contractor will bear all losses,
<br />costs, damages, expense and liability of every kind, nature and description, including attorneys’ fees,
<br />experts fees, court costs and disbursements, that arise out of, pertain to, or relate to such Claims, whether
<br />directly or indirectly (“Liability”). Such obligations to defend, hold harmless and indemnify the City
<br />shall not apply to the extent that such Liability is caused by the sole negligence or willful misconduct of
<br />the City.
<br />
<br />With respect to third party claims against the Contractor, the Contractor waives any and all rights
<br />of any type of express or implied indemnity against the Indemnitees.
<br />
<br />However, notwithstanding the foregoing, in accordance with California Civil Code Section 1668,
<br />nothing in this Agreement shall be construed to exempt the City from its own fraud, willful injury to the
<br />person or property of another, or violation of law.
<br />
<br />Furthermore, notwithstanding the forgoing, to the extent this Agreement is a construction contract
<br />as defined by California Civil Code section 2783, as may be amended from time to time, such duties of
<br />Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code
<br />Section 2782.
<br />
<br />Nothing herein contained in this Agreement shall be construed to require Contractor to indemnify
<br />Indemnitees against any responsibility or liability in contravention of California Civil Code Section
<br />2782.8.
<br />
<br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City
<br />incurs or makes to or on behalf of an injured employee under the City's self-administered workers'
<br />compensation is included as a Liability for the purposes of this section.
<br />
<br />ATTY/AGR/2014.178/WEBSITE DEVELOPMENT SERVICES AGR
<br />REV: 09-16-14 GK & PT
<br /> City’s Initials_____
<br /> Contractor’s Initials_____
<br />Page 5 of 27
<br />7.1.G. - Page 7
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