|
f If Consultant fails or refuses to produce or maintain the insurance required by this
<br />section or fails or refuses to furnish 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 />Consultant's right to be paid for its time and materials expended prior to notification
<br />of termination. Consultant 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 />With respect to its operations, other than the performance of professional services,
<br />Consultant agrees to indemnify, hold harmless and defend City, with counsel selected in
<br />reasonable consultation with City, the City Indemnitees, from and against any third party damages,
<br />liabilities, judgments, settlements, costs, claims, demands, actions, suits, losses, and expenses
<br />(including reasonable and necessary attorneys' fees, legal costs and expenses recoverable under
<br />applicable law) arising out of the death or bodily injury to any person or destruction or damage to
<br />any property, to the extent caused by Consultant's negligent acts, errors or omissions or willful
<br />misconduct in the performance of services under this Agreement and anyone for whom Consultant
<br />is legally liable. With respect to the performance of professional services, Consultant agrees to
<br />indemnity and hold harmless (but not defend) City, and its officers, officials, employees, and
<br />volunteers (collectively, the "City Indemnitees"), from and against liability for damages to the
<br />extent caused by Consultant's, recklessness, negligent acts, errors or omissions, or willful
<br />misconduct in the performance of services under this Agreement, except such loss or damage
<br />caused by the negligence or willful misconduct of the City. Consultant has no obligation to pay
<br />for.any of City Indemnitees defense related cost prior to a final determination of liability, or to pay
<br />any amount that exceeds Consultant's finally determined percentage of liability based upon the
<br />comparative fault of Consultant, except as provided in Civil Code Section 2782.8(a) and (e).
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant 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 Consultant to the City pursuant to this Agreement.
<br />10. 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 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 />Page 4 of 8
<br />
|