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EXHIBIT 1
<br />Subcontractor's right to be paid for its time and materials expended prior to notification of
<br />termination. Subcontractor waives the tight to receive compensation and agrees to indemnify the
<br />Contractor 1'or any work peiurined prior to approval of insurance by the Contractor.
<br />S. iNDEMNIiFIiCATIiON
<br />Subcontractor agrees to defend, and shall indenrinly and hold harnless the Contractor, its
<br />officers, agents, employees, contractors, special counsel, and representatives fiom liability: (1)
<br />for personal injury, damages, just compensation, restitution, judicial or equitable relief arising
<br />out of claims for personal injury, including death, and claims for property damage, which may
<br />arise from the negligent operations of the Subcontractor, its subcontractors, agents, employees,
<br />or otltca persons acting on its behalf which relates to the services desctibed in section I of this
<br />HEAP Agreement-, and (2) from airy claim that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief is due by reason of the terms of or effects arising trom this
<br />III[AI' Agreement, l his indemnity and hold harmless agreement applies to all claims for
<br />clamaes, just compensation, restiuttion, judicial or equitable relief suffered, or alleged to have
<br />been suffered, by reason ol' the events rcl'crrui to in this Section or by reason of the terms of, or
<br />effects, arising ti•cnn this HEAP Agreement. 'fhc Subeontracwr tilrther agrees to indemnity, hind
<br />harmless, and pas' all costs for the defense of the Contractor, including fees and costs for special
<br />counsel to be selected by the Contractor, revrarding any action by a third parry challenging the
<br />validity, of this HEAP Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or cquitablc relief dueto personal or property rights arises by reasorr of the
<br />terms of, or effects arising from this 11EAP Agreement. Contractor may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the
<br />foregoing, to the extent Subcont-actor's services are subject to Civil Code Section 2782.8, the
<br />above indemnity shall be limited, to the extent required by Civil Code Section2782.8, to claims
<br />that arise out of, pertain to, or relate to the negligence, reclacsness, or willtitl misumduct of the
<br />Subcoturactor.
<br />9. RECORDS
<br />Subcontractor shall keep records and invoices in connection with the work to be
<br />perfortmed under this 11EAP Agreement. Subcontractor shall maintain complete and accuraie
<br />records with respect to the costs incurred under this HEAP Agreenrent and any services,
<br />expendittu-es, and disbursements charged to the Contractor for a minintrurr period or three (3)
<br />years, or for any longer period required by law, from the date of final payment to Subcontractor
<br />under this HEAP Agreement. All such records and invoice; shall be clearly identifiable.
<br />Subcontractor shall allow a representative of the Contractor to examine, audit, and make
<br />transcript; or copies of such records and any other documents created pursuant to this Hh:AP
<br />Agreement dining regular business hours- Subcontractor shall allow inspection of all work, data,
<br />doetumeats, proceedings, and activities related to this HEAP Agrecntuu tirr a period of three (3)
<br />years from the date of final payment to Subcontractor under this HLAP Agrecincrrt.
<br />10. CONFIiDENTIiALiTY
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<br />City Council 23 — 7 416/2021
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