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negligent act, error or omission of Contractor, <br />its employees, agents, contractors, or <br />subcontractors as a result of Contractor's <br />performance hereunder, excepting liabilities due <br />to the admitted or adjudicated sole negligence or <br />willful misconduct of City, its employees, agents, <br />or contractors. If the adjudicated or admitted <br />sole negligence or willful misconduct of City has <br />contributed to a loss, Contractor shall not be <br />obligated to indemnify City for the proportionate <br />share of such loss caused by such sole negligence <br />or willful misconduct. This indemnification <br />obligation is not limited in any way by any <br />limitation on the amount or type of damages or <br />compensation payable by or for Contractor under <br />Worker's Compensation, disability or other <br />employee benefit acts or the terms, applicability <br />or limitations of any insurance held or provided <br />by Contractor and shall continue to bind the <br />parties after termination/completion of this <br />Agreement. <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 />TriTech (the "Contractor") and the City of Santa <br />Ana (the "City"). Except as set forth in this <br />Agreement, the parties agree that the terms and <br />conditions set out in the Agreement apply and are <br />incorporated by reference into this Agreement. <br />All capitalized terms not defined in this <br />Agreement shall have the meanings set out for such <br />terms in the Agreement. <br />7.13.9 Disclaimers and Limitations of Liability: Subject <br />to anything to the contrary contained herein, the <br />Contractor's sole obligation and liability and the <br />City's sole remedy for the Contractor's <br />negligence, breach of warranty, breach of contract <br />or for any other liability in any way connected <br />with or arising out of the Agreement, the System, <br />and the related services and materials to <br />implement the System, or the Maintenance Services <br />shall be as follows: <br />a. TriTech will at its expense defend against <br />any claim, action or proceeding by a third <br />party ("Action" herein) for infringement by <br />the TriTech Application of copyright or trade <br />secrets, provided that the City immediately <br />notifies TriTech in writing of such Action <br />and cooperates fully with TriTech and its <br />Primary Agreement Page 29 <br />