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purchase "extended reporting" coverage for a minimum of three (3) years after
<br /> completion of work.
<br /> Subcontractors. Vendor shall require and verify that all sub-contractors maintain
<br /> insurance meeting all the requirements stated herein, and Vendor shall ensure that City is an
<br /> additional insured on insurance required from sub-contractors,
<br /> Special Risks or Circumstances. City reserves the right to modify these requirements,
<br /> including limits,based on the nature of the risk,prior experience,insurer,coverage,or other special
<br /> circumstances.
<br /> 8. INDEMNIFICATION
<br /> Vendor agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br /> agents, employees, contractors, special counsel,and representatives from liability; (1)for personal
<br /> injury,damages,just compensation, restitution,judicial or equitable relief arising out of claims for
<br /> personal injury, including death, and claims for property damage, which may arise from the
<br /> negligent operations of the Vendor or its subcontractors,agents,employees,or other persons acting
<br /> on their behalf which relates to the services described in section 1 of this Agreement; and(2)from
<br /> any claim that personal injury, damages,just compensation,restitution,judicial or equitable relief
<br /> is due by reason of the terms of or effects arising from.this Agreement. This indemnity and hold
<br /> harmless agreement applies to all claims for damages,just compensation, restitution,judicial or
<br /> equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br /> this Section or by reason of the terms of, or effects, arising from this Agreement. The Vendor
<br /> further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br /> 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
<br /> compensation, restitution,judicial or equitable relief due to personal or property rights arises by
<br /> reason of the terms of, or effects arising from this Agreement, City may make all reasonable
<br /> decisions with respect to its representation in any legal proceeding. Notwithstanding the
<br /> foregoing, to the extent Vendor's services are subject to Civil Code Section 2782.8, the above
<br /> indemnity shall be limited,to the extent required by Civil Code Section 2782.8,to claims that arise
<br /> of,pertain to, or relate to the negligence, recklessness, or willful misconduct of the Vendor.
<br /> 9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Vendor shall defend, indemnify and hold harmless the City, its officers, agents,
<br /> representatives, and employees against any and all liability, including costs, and attorney's fees,
<br /> for infringement of any United States' letters patent,trademark,or copyright contained in the work
<br /> product or documents provided by Vendor to the City pursuant to this Agreement.
<br /> 10. RECORDS
<br /> Vendor shall keep records and invoices in connection with the work to be performed
<br /> under this Agreement. Vendor shall maintain complete and accurate records with respect to the
<br /> costs incurred under this Agreement and any services, expenditures, and disbursements charged to
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