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6.A. - Page 5 of 16
<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
<br />counsel reasonably acceptable to the parties, indemnify, and hold City, its officers,
<br />employees, agents, and volunteers, harmless from and against any and all third party
<br />claims that arise out of, pertain to, or relate to the negligence or willful misconduct of the
<br />Contractor, subcontractor, or anyone employed by any of them or anyone for whose
<br />acts any of them may be liable ("Claims"). Contractor will bear all losses, costs,
<br />damages, expense and liability of every kind, nature and description, including
<br />reasonable attorneys' fees, experts fees, court costs and disbursements, that arise out
<br />of, pertain to, or relate to such Claims, whether directly or indirectly ("Liability"). Such
<br />obligations to defend, hold harmless and indemnify the City shall not apply to the extent
<br />that such Liability is caused by the sole negligence or willful misconduct of the City.
<br />With respect to third party claims against the Contractor, the Contractor waives
<br />any and 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
<br />own 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
<br />construction contract" as defined by California Civil Code section 2783, as may be
<br />amended from time to time, such duties of Contractor to indemnify shall not apply when
<br />to do so would be prohibited by California Civil Code Section 2782.
<br />Nothing herein contained in this Agreement shall be construed to require
<br />Contractor to indemnify Indemnitees against any responsibility or liability in
<br />contravention of California Civil Code Section 2782.8.
<br />The Parties expressly agree that any reasonable payment, reasonable attorney's
<br />fee, cost or expense City incurs or makes to or on behalf of an injured employee under
<br />the City's self-administered workers' compensation is included as a loss, expense or
<br />cost for the purposes of this section.
<br />Notwithstanding anything to the contrary in this Agreement, Contractor shall not
<br />be liable for, or have any duty of indemnification with respect to any negligent or willful
<br />acts or omissions of City.
<br />7. Insurance. Contractor shall obtain and maintain for the duration of the
<br />Agreement and any and all amendments, insurance against claims for injuries to
<br />persons or damage to property which may arise out of or in connection with
<br />performance of the Services by Contractor or Contractor's agents, representatives,
<br />employees or subcontractors. The insurance carrier is required to maintain an A.M.
<br />Best rating of not less than "A -:VII".
<br />7.1 Coverages and Limits. Contractor, at its sole expense, shall maintain the
<br />types of coverages and minimum limits indicated below, unless otherwise
<br />approved by City in writing. These minimum amounts of coverage will not
<br />REV: 01-23-20 MI
<br />ATTY/AGR.2020.011/OfficeTeam, A Robert Half Company (Page 2 of 13)
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