|
7. INSURANCE
<br /> Insurance requirements are attached hereto as Exhibit C and incorporated by reference.
<br /> 8. INDEMNIFICATION
<br /> Contractor 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 Contractor or its subcontractors, agents, employees, or other persons
<br /> acting on their behalf which relates to the services described in section 1 of this Agreement; and
<br /> (2) from any claim that personal injury, damages, just compensation, restitution, judicial or
<br /> equitable relief is due by reason of the terms of or effects arising from this Agreement. This
<br /> indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br /> restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br /> events referred to in this Section or by reason of the terms of, or effects, arising from this
<br /> Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the
<br /> defense of the City, including fees and costs for special counsel to be selected by the City,
<br /> regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br /> personal injury, damages,just compensation,restitution,judicial or equitable relief due to personal
<br /> or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br /> may make all reasonable decisions with respect to its representation in any legal proceeding.
<br /> Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code
<br /> Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
<br /> 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
<br /> misconduct of the Contractor.
<br /> 9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Contractor 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 Contractor to the City pursuant to this Agreement.
<br /> 10. RECORDS
<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
<br /> costs incurred under this Agreement and any services, expenditures, and disbursements charged to
<br /> the City for a minimum period of three (3) years, or for any longer period required by law, from
<br /> the date of final payment to Contractor under this Agreement. All such records and invoices shall
<br /> be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and
<br /> make transcripts or copies of such records and any other documents created pursuant to this
<br /> Agreement during regular business hours. Contractor shall allow inspection of all work, data,
<br /> Page 3 of 8
<br />
|