|
£ If Contractor fails or refuses to produce or maintain the insurance required by this
<br />section or fails or refuses to famish the City with required proof that insurance has
<br />been procured and is in force and paid for, the City shall have the right; at the City's
<br />election, to forthwith terminate this Agreement. Such termination shall not affect
<br />Contractor's right to be paid for its time and materials expended prior to notification
<br />of termination. Contractor waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance by the
<br />City.
<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 />regardingany 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 INDEMNII+ICATION
<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
<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 />Page 4 of 8
<br />
|