|
to be paid for its time and materials expended prior to notification of termination.
<br />Contractor waives the right to receive compensation and agrees to indemnify the City for
<br />any work performed prior to approval of insurance by the City.
<br />8. INDEMNIFICATION
<br />Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, contractors, special counsel, and representatives from liability; (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims for property damage, which may arise from the negligent operations
<br />of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which
<br />relates to the services described in section 1 0£ 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
<br />have been suffered, by reason of the events referred to in this Section or by reason of the terms of. or
<br />effects, wising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and
<br />pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the
<br />City, 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 or
<br />property rights arises by reason of the terms of or effects arising from this Agreement. City may make
<br />all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the
<br />foregoing, to the extent Contractor'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 out
<br />of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
<br />INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractor shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including costs, for infringement of any United States' letters
<br />patent, trademark, or copyright infringement, including costs, contained in the work product or
<br />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 under
<br />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 final
<br />payment to Contractor wider this Agreement. All such records and invoices shall be clearly identifiable.
<br />Contractor 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.
<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 />Agreement.
<br />Page 4 of 8
<br />
|