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8. Subcontractors: PALACIOS shall require and verify that all
<br />subcontractors maintain insurance meeting all the requirements
<br />stated herein, and PALACIOS shall ensure that CITY is an
<br />additional insured on insurance required from subcontractors.
<br />9. Special Risks or Circumstances: CITY reserves the right to modify
<br />these requirements, including limits, based on the nature of therisk,
<br />prior experience, insurer, coverage, or other special circumstances.
<br />7. INDEMNIFICATION
<br />Palacio 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 Palacio, its subcontractors, agents, employees, or other persons acting
<br />on its behalf which relates to the services described in section I of this Agreement; and (2) from
<br />any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold
<br />harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of the terms of, or effects, arising from this Agreement. The Palacio
<br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the 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 property rights arises by
<br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
<br />to the extent Palacio's services are subject to Civil Code Section 2782.8, the above indemnity shall
<br />be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain
<br />to, or relate to the negligence, recklessness, or willful misconduct of the Palacio.
<br />8. RECORDS
<br />PALACIOS shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. PALACIOS 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 PALACIOS under this Agreement. All such records and
<br />invoices shall be clearly identifiable. PALACIOS 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. PALACIOS shall allow inspection of
<br />all work, data, documents, proceedings, and activities related to this Agreement for a period of
<br />three (3) years from the date of final payment to PALACIOS under this Agreement.
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