|
indemnify the City for any work performed .prior to approval of insurance by the
<br />City.
<br />7. MEMNIF'ICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, contractors, special counsef, and representatives from liability: (i) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable rellefarising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
<br />acting on its behalf which relates to the services described in section l of this Agreement; and (2)
<br />from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of i>ffects,ar sing from this Agreement, This indemnity and
<br />hold harmless agreement applies to aIl .claims for damages, just compensation, restitution, judicial
<br />or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of terms of; or effects, arising from this Agreement. The Consultant
<br />further agrees to indemnify, hold harmless, and pay all costs for the defense ofthe 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 properly rights arises by
<br />reason of the terms of, or effects arising front this Agreomeut. City may make all reasonable
<br />decisions with respect to its repsentation in any legal proceeding. Notvwithstandiug the foregoing,
<br />to the extent Consultant`s services are subject to Civil Code Section 2782.$, the above indemnity
<br />shall be limited, to the extent required by Civil Code Section. 27818, to claims that arise out of,
<br />pertainto, or relate to the negligence, recklessness, Or willful misconduct of the Consultant.
<br />8, MTEL LECTIIAL PROPERTY INDEMNII ICATION
<br />Consultant shall defend and indemnify the Clty, 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 />4. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Consultant shall maintain complete and accuraterecords 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 fmal payment to Consultant under this Agreement. All suchh records and invoices shall
<br />be clearly identifiable. Consultant 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. Consultant shall allow inspection of all work, data,
<br />documents, proceedings, and activities related to this Agreement for a period of three (3) years
<br />from the date of final payment to Consultant under this Agreement.
<br />25F-10 Page 4of8
<br />
|