|
other special circumstances,
<br />81 INiDEMtNII•ICATION
<br />Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, Consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims 11or personal
<br />injury, including death, and claims for property damage, which may arise from the negligent operations
<br />of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which
<br />relates to the services described in section 1 of this Agreement; and (2) from any claim that personal
<br />injury, damages, just compensation, restitution,judicial or equitable relief is due by reason of the terms
<br />of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all
<br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have
<br />been suffered, by reason of line events referred to in this Section or by reason of the terms of, or effects,
<br />arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all casts
<br />for the defense ofthe City, including fees and costs for special counsel to be selected by the City, regarding;
<br />any action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief doe to personal or property rights arises
<br />by reason of the terms of, or effects arising from this Agreement. City nmy matte ;all reasonable decisions
<br />with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Contractor's services are subject to Civil Code Section 2782.8, the above, indemnity shall be limited, to
<br />the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Contractor.
<br />9. INTELLECTUAL PROPERTY INIDEMNIFICATION
<br />Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives;
<br />and employees against any and all liability, including costs, and attorney's fees, for in'rringement of any
<br />United States' letters patent, tradernark, or copyright container) in the world product or documents provided
<br />by Contractor to the City pursuant to this Agreement.
<br />Ill. RECORIDS,
<br />Contractor shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures; and disbursements charged to the City for
<br />a minimum period of'three (3) years, or for any longer period required by law, from the date of finial
<br />payment to Contractor under this Agrectrnent. Alt such records and invoices shall be clearly identifiable.
<br />Contractor shall allow a representative oi'the City to examine, audit, and make transcripts or copies of
<br />such records and any otter documents created pursuant to this Agreement during regular business hours.
<br />Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this
<br />Agreement for a period of three (3) years from the date of final payment to Contractor Under this
<br />Agrcement.
<br />Page 5 of 9
<br />
|