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RFP Page 22 of 33
<br />7. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors,
<br />special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial
<br />or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may
<br />arise from the sole negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on
<br />its behalf which relates to the services described in section 1 of this Agreement; ,
<br />damages, just eompensation, restitution, judieial or equitable relief is due by reason of the terms of or effeets arising from this
<br />Agreement. Consultant shall not indemnify, defend or hold harmless the City from and against any liability, cost or expense
<br />arising out of the negligence or willful misconduct of the City or the independent acts of third parties not affiliated with
<br />Consultant. ,
<br />Agreement.judieial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Seetion or by
<br />reason of the terms of, or effeets, arising from this The Consultant further agrees to indemnify, hold harmless,
<br />and pay all costs for the defense of the City, including reasonable fees and eosts for speeial eounsel to be seleeted by the
<br />Cam, regarding 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 due to personal or property rights arises by reason of the
<br />terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in
<br />any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section
<br />2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out
<br />of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
<br />CSC respectfully requests the foregoing changes. CSC believes that indemnification should be tied to a level of culpable
<br />conduct for which CSC should, in fairness, be held responsible. CSC should not be responsible for the sole negligence or
<br />willful misconduct on the part of third parties that are not associated with CSC.
<br />RFP Page 23 of 33
<br />9. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant
<br />shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services,
<br />expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period
<br />required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be
<br />clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
<br />such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall
<br />allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3)
<br />years from the date of final payment to Consultant under this Agreement..
<br />Notwithstanding this provision, however, City acknowledges and agrees that materials, reports, and other documentation of
<br />any kind ,generated with the ordinary course and scope of CSC's business operations (including but not limited to event fide
<br />documentation, incident reports, personnel files, etc.), and communications and documents are subiect to attorney -client
<br />privilege and attorney work product privileges and are not subiect to disclosure. City further acknowledges that documents
<br />classified as trade secrets (including but not limited to training materials and operational procedures) under the Uniform
<br />Trade Secret Act excluded from disclosure under this provision.
<br />CSC respectfully requests that the language above be added to this provision, to ensure that documentation prepared in the
<br />ordinary course and scope of its business operations remain its business records. This practice would be consistent with the
<br />maintenance of CSC independent contractor relationship with City. Further; CSC reserves to the right to exclude protected
<br />as trade secrets under the Uniform Trade Secrets Act as these documents were developed through the years of investment
<br />by CSC to create and maintain policies and procedures that are the industry standard and for which other companies would
<br />need years of time and dedicated financial resources to duplicate.
<br />This item contains and consists of confidential and proprietary information belonging to Contemporary Services Corporation
<br />and is not to be reproduced, copied, or used without its express written permission. 1.
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