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<br />\.or <br /> <br />7.13.8 <br /> <br />\... <br /> <br />\.. <br /> <br />Primary Agreement <br /> <br />understandings, representations, conditions, <br />warranties, covenants and other telecommunications <br />between the parties, whether oral or written, <br />relating to the subject of the Agreement unless <br />expressly set forth or referred to in the <br />Agreement. The parties agree that this Agreement <br />may not in any way be contradicted by a prior or <br />existing course of dealing between them or by any <br />usage of trade or custom. <br /> <br />Indemnification and Hold Ha~less. To the full <br />extent permitted by law, Contractor shall <br />indemnify, hold harmless, release and defend City, <br />its officers, employees and agents from and <br />against any and all actions, claims, demands, <br />damages, disability, losses, expenses including <br />attorney's fees and other defense costs and <br />liabilities of any nature that may be asserted by <br />any person or entity including Contractor, in <br />whole or in part, arising out of Contractor's <br />activities hereunder, including the activities of <br />other persons employed or utilized by Contractor <br />in the performance of this Agreement (including <br />design defects and regardless of City's approval, <br />use or acceptance of the work or work product <br />hereunder) excepting liabilities due to the <br />admitted or adjudicated sole negligence or willful <br />misconduct of City. This indemnification, <br />defense, etc., shall include any claim for patent <br />or copyright infringement. If the adjudicated or <br />admitted sole negligence or willful misconduct of <br />City has contributed to a loss, Contractor shall <br />not be obligated to indemnify City for the <br />proportionate share of such loss caused by such <br />sole negligence or willful misconduct. This <br />indemnification obligation is not limited in any <br />way by any limitation on the amount or type of <br />damages or compensation payable by or for <br />Contractor under Worker's Compensation, disability <br />or other employee benefit acts or the terms, <br />applicability or limitations of any insurance held <br />or provided by Contractor and shall continue to <br />bind the parties after termination/completion of <br />this Agreement. <br /> <br />This Agreement is made pursuant to and <br />incorporates by reference the terms and conditions <br />of the City of Santa Ana Computer Aided Dispatch <br />Primary Agreement (the ~Agreement") by and between <br />Positron Public Safety Systems Corp. (the <br />~Contractor") and the City of Santa Ana (the <br />~City"). Except as set forth in this Agreement, <br />the parties agree that the terms and conditions <br />set out in the Agreement apply and are <br /> <br /> <br />Page 27 <br />