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6.2.B. - Page 6
<br />Nutter & Son, Inc. for electrical and installation work described in Exhibit A. Contractor shall
<br />not assign this Agreement without prior written approval of the City.
<br />6. Hold Harmless.
<br />6.1. Contractor shall, to the fullest extent allowed by law, with respect to all services
<br />performed in connection with this Agreement, defend with counsel acceptable to City,
<br />indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from and
<br />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
<br />any of them or anyone for whose acts any of them may be liable ("Claims"). Contractor will
<br />bear all losses, costs, damages, expense and liability of every kind, nature and description,
<br />including attorneys' fees, experts fees, court costs and disbursements, that arise out of, pertain to,
<br />or relate to such Claims, whether directly or indirectly ("Liability"). Such obligations to defend,
<br />hold harmless and indemnify the City shall not apply to the extent that such Liability is caused
<br />by the gross negligence or willful misconduct of the City.
<br />With respect to third party claims against the Contractor, the Contractor waives any and
<br />all rights of any type of express or implied indemnity against the Indemnitees.
<br />However, notwithstanding the foregoing, in accordance with California Civil Code
<br />Section 1668, nothing in this Agreement shall be construed to exempt the City from its own
<br />fraud, willful injury to the person or property of another, or violation of law.
<br />Furthermore, notwithstanding the forgoing, to the extent this Agreement is a construction
<br />contract" as defined by California Civil Code section 2783, as may be amended fiom time to
<br />time, such duties of Contractor to indemnify shall not apply when to do so would be prohibited
<br />by California Civil Code Section 2782.
<br />Nothing herein contained in this Agreement shall be construed to require Contractor to
<br />indemnify Indemnitees against any responsibility or liability in contravention of California Civil
<br />Code Section 2782.8.
<br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense
<br />City incurs or makes to or on behalf of an injured employee under the City's self-administered
<br />workers' compensation is included as a loss, expense or cost for the purposes of this section.
<br />6.2 Intellectual Property Indemnity. Contractor shall defend, indemnify, save and hold
<br />harmless City from and against any claims, losses, damages, fees, costs and expenses incurred by
<br />City arising out of or in connection with a third party's claim of infringement or alleged
<br />infringement of any United States patent, copyright, trademark, trade or business secret, service
<br />mark or any other proprietary right based solely on the use or design of any hardware furnished
<br />hereunder and used by City strictly in accordance with the terms of this Master Agreement
<br />provided that:
<br />REV: 09-10-15 VR
<br />Page 3 of 61
<br />ATTY/AGR.2015.217/Scheidt & Bachmann USA, Inc. Parking Garage Equipment
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