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compensation insurance or unemployment contributions on behalf of Magical Bridge or its
<br /> employees or subcontractors. Magical Bridge is responsible for all such amounts.
<br /> 6. Assignment.
<br /> A. Unless otherwise expressly provided in this Agreement, neither Party may assign,
<br /> delegate or subcontract any right, obligation, or interest hereunder without the
<br /> express written consent of City. Any assignment in derogation of the foregoing
<br /> shall be null and void. Notwithstanding the foregoing, Magical Bridge may assign
<br /> or transfer this agreement in its entirety to an affiliate of Magical Bridge or in
<br /> connection with a corporate reorganization, merger, acquisition, or other transfer
<br /> of all or substantially all of the business or assets to which this Agreement relates.
<br /> B. Magical Bridge shall be fully responsible for the acts and omissions of
<br /> subcontractors or subcontractors' employees hired or retained by Magical Bridge.
<br /> Nothing contained in this Agreement shall create any contractual relationship
<br /> between any subcontractor of Magical Bridge and City. Magical Bridge shall be
<br /> responsible for payment of its subcontractors.
<br /> 7. Other Consultants. City reserves the right to employ other consultants in connection with
<br /> the Project.
<br /> 8. Indemnification. Each Party shall defend, indemnify, and hold harmless the other Party,
<br /> its officers, and employees, to the fullest extent allowed by law, with respect to claims,
<br /> liability, loss, damage, costs, or expenses, including reasonable attorney's and expert
<br /> witness fees, awards, fines, penalties, or judgments, directly or indirectly arising out of (a)
<br /> any negligent acts, or reckless or intentionally wrongful act of the Party, its employees,
<br /> contractors or agents in performance of the Services prior to the Opening Event; and (b)
<br /> any violation or claimed violation of a third party's intellectual property or proprietary
<br /> rights resulting in whole or in part from the use of any materials provided by the Party
<br /> under this Agreement (collectively "Claims"), except to the extent the Claims are
<br /> attributable to the negligence or willful misconduct of the other Party, including their
<br /> officers and employees, or third parties. Notwithstanding the above, the City shall defend,
<br /> indemnify, and hold harmless the Magical Bridge, its officers, and employees, to the fullest
<br /> extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses,
<br /> including reasonable attorney's and expert witness fees, awards, fines, penalties, or
<br /> judgments, directly or indirectly arising out of the construction and operation of the Red
<br /> Morton Playground, including claims involving any bodily injury, including death, or
<br /> damage to real or tangible personal property caused or occurring at the Red Morton
<br /> Playground. In each instance, the indemnitor shall defend the indemnitee, its officers and
<br /> employees, as required by California Civil Code Section 2778, and with counsel reasonably
<br /> acceptable to the indemnitee. The indemnitor shall not have the right to seek
<br /> reimbursement from the indemnitee for the costs of defense. The obligations contained in
<br /> this Section shall survive the termination of this Agreement for whatever cause for the full
<br /> period of time allowed by law and shall not in any way be limited by the insurance
<br /> requirements of this Agreement.
<br /> ATTY/AGR/2016.252/MAGICAL BRIDGE PLAYGROUND
<br /> REV: 09-08-16 MK
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