|
To the fullest extent permitted by law, contractor shall indemnify, defend and hold
<br />harmless City, its officers, agents and employees (collectively, the "indemnified parties") from
<br />and against any and all claims (including, without limitation, claims for bodily injury, death or
<br />damage to property), demands, obligations, damages, actions, causes of action, suits, losses,
<br />judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's
<br />fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim;
<br />collectively, "claims"), which may arise from or in any manner related (directly or indirectly) to
<br />any work performed or services provided under this contract (including, without limitation, defects
<br />in workmanship and/or materials) or contractor's presence or activities conducted performing the
<br />work (including the negligent and/or willful acts, errors and/or omissions of contractor, its
<br />principals„ officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone
<br />employed directly or indirectly by any of them or for whose acts they may be liable for any or all
<br />of them). Notwithstanding the foregoing, nothing herein shall be construed to require contractor
<br />to indemnify the indemnified parties from any claim arising from the negligence or willful
<br />misconduct of the indemnified parties. Nothing in this indemnity shall be construed as authorizing
<br />any award of attorney's fees in any action on or to enforce the terms of this contract. This
<br />indemnity shall apply to all claims and liability regardless of whether any insurance policies are
<br />applicable. The policy limits do not act as a limitation upon the amount of indemnification to be
<br />provided by the contractor.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant 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'
<br />letters patent, trademark, or copyright infringement, including costs, contained in the work product
<br />or documents provided by Consultant to the City pursuant to this Agreement.
<br />:`�iTi t7iA7.�
<br />Consultant shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Consultant shall maintain complete and accurate records with respect to
<br />the costs incurred under this Agreement and any services, expenditures, and disbursements
<br />charged to the City for a minimum period of three (3) years, or for any longer period required by
<br />law, from the date of final payment to Consultant under this Agreement. All such records and
<br />invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
<br />examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
<br />work, data, documents, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the date of final payment to Consultant under this Agreement.
<br />If Consultant receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
<br />Page 4 of 9
<br />
|