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6.C. - Page 29 of 121
<br />agents of the City. Contractor, its employees and agents shall have no authority, express or
<br />implied, to bind the City to any obligation whatsoever.
<br />5. Assignment and Subcontracting. It is recognized by the parties hereto that a
<br />substantial inducement to City for entering into this agreement was, and is, the qualifications
<br />and competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer
<br />any portion of the performance contemplated and provided for in this Agreement without the
<br />approval of the City Manager. Contractor shall not subcontract any portion of the performance
<br />contemplated and provided for herein without prior written approval of the City.
<br />6. Hold Harmless. Contractor shall, to the fullest extent allowed by law, with
<br />respect to all services performed in connection with this Agreement, defend with counsel
<br />acceptable to City, indemnify, and hold City, its officers, employees, agents, and volunteers,
<br />harmless from and against any and all claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Contractor, subcontractor, or anyone
<br />directly or indirectly employed by any of them or anyone for whose acts any of them may be
<br />liable ("Claims"). Contractor will bear all losses, costs, damages, expense and liability of every
<br />kind, nature and description, including attorneys' fees, experts fees, court costs and
<br />disbursements, that arise out of, pertain to, or relate to such Claims, whether directly or
<br />indirectly ("Liability"). Such obligations to defend, hold harmless and indemnify the City shall
<br />not apply to the extent that such Liability is caused by the sole negligence or willful misconduct
<br />of the City.
<br />With respect to third party claims against the Contractor, the Contractor waives any and all
<br />rights of any type of express or implied indemnity against the Indemnitees.
<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
<br />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 from 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 City
<br />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 />Page 17 of 22
<br />REV: 12-14-18 PT
<br />ATTY/AGR.2018.282/Concrete/Asphalt Repair NIB updated 12.11.18
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