|
10. 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 Exhibit A 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 /> :
<br /> 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 party
<br /> challenging the validity of this Agreement, or asserting that personal injury, damages,just compensation,
<br /> restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of,
<br /> or effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br /> representation in any legal proceeding. Notwithstanding the foregoing, to the extent Company's services
<br /> are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by
<br /> Civil Code Section 2782.8, to claims that arise out of,pertain to, or relate to the negligence, recklessness,
<br /> or willful misconduct of the Company.
<br /> i
<br /> 11. 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 /> 12. RECORDS
<br /> i
<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 financial books and financial records. City shall have the right to access
<br /> and examine such financial books and financial records, without charge, during normal business hours. 3
<br /> City shall further have the right to audit such financial books and financial records, to make transcripts
<br /> therefrom and to inspect all program data, documents,proceedings, and activities.
<br /> Company shall keep and maintain all such books and records separate and distinct from other
<br /> records and accounts and shall maintain such books and records for at least seven(7)years after acceptance
<br /> by City,or such longer period during which any legal proceeding with respect to the work may be pending.
<br /> City Council 24 — 99 1/18/2022
<br /> Page 7 of 27
<br />
|