|
prior to approval of Insurance by the City.
<br />B. 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 I of 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, arising 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
<br />the City, regarding any action by a third party challenging the validity of this Agreement, or asserting
<br />that 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 may
<br />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 Section
<br />2782.8, the above indemnity shall be 1lmited,'to the extent required by Civil Code Section 2782.8, to
<br />claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
<br />Contractor.
<br />9. 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
<br />for a minimum period of three (3) years, or for any longer period required by law, from the date of final
<br />payment to Contractor under 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
<br />hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities
<br />related to this Agreement for a period of three (3) years from the date of final payment to Contractor
<br />under this Agreement.
<br />City of Santa Ana - RFP 29-036
<br />Sower System RepairServlces
<br />Page 26 of 35
<br />
|