|
CITY OF SANTA ANA
<br /> RFP NO.: 20-139
<br /> DESIGN, CONSTRUCTION,MAINTENANCE AND MANAGEMENT
<br /> OF DIGITAL BILLBOARDS AND MANAGEMENT OF BUS SHELTERS AND STOPS
<br /> 8. INDEMNIFICATION
<br /> Company agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br /> employees, special counsel, and representatives from liability: (1) for personal injury, damages, just
<br /> compensation, restitution,judicial or equitable relief arising out of claims for personal injury, including
<br /> death, and claims for property damage, which may arise from the negligent operations of the Company,
<br /> its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services
<br /> described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br /> compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising
<br /> from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just
<br /> compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason
<br /> of the events referred to in this Section or by reason of the terms of,or effects,arising from this Agreement.
<br /> The Company further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br /> including fees and costs for special counsel to be selected by the City, regarding any action by a third
<br /> party challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br /> compensation,restitution,judicial or equitable relief due to personal or property rights arises by reason of
<br /> the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect
<br /> to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Company's
<br /> services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
<br /> required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
<br /> recklessness, or willful misconduct of the Company.
<br /> 9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Company shall defend and indemnify the City, its officers, agents,representatives, and employees
<br /> against any and all liability, including costs, for infringement of any United States' letters patent,
<br /> trademark, or copyright infringement, including costs, contained in the work product or documents
<br /> provided by Company to the City pursuant to this Agreement.
<br /> 10. RECORDS
<br /> All financial records of Company shall be maintained in accordance with generally accepted
<br /> accounting principles and auditing standards for government institutions. Company shall make available
<br /> for examination and copying such construction books and records.
<br /> Company shall keep and maintain all such construction books and records separate and distinct
<br /> from other records and accounts and shall maintain such books and records for at least seven (7) years
<br /> after acceptance by City, or such longer period during which any legal proceeding with respect to the work
<br /> may be pending.
<br /> 11. CONFIDENTIALITY
<br /> If Company receives from the City information which due to the nature of such information is
<br /> reasonably understood to be confidential and/or proprietary, Company agrees that it shall not use or
<br /> disclose such information except in the performance of this Agreement, and further agrees to exercise the
<br /> City Council 24 — 45 1/18/2022
<br /> Page 5 of 9
<br />
|