|
20 Civic Center Plaza
<br />Santa Ana CA 92702 USA
<br />Subcontractors
<br />CIT shall require and verify that all subcontractors maintain insurance meeting all the requirements
<br />stated herein, and CIT shall ensure that Customer is an additional insured on insurance required
<br />from subcontractors.
<br />Special Risks or Circumstances
<br />Customer reserves the right to modify these requirements, including limits, based on the nature of
<br />the risk, prior experience, insurer, coverage, or other special circumstances.
<br />6. INDEMNIFICATION
<br />Consultant 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 negligent
<br />operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf
<br />which relates to the services described in section 1 of this Agreement; and (2) from any claim that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of
<br />the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement
<br />applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered,
<br />or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the
<br />terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to
<br />be selected by the City, regarding any action by a third party challenging the validity of this Agreement,
<br />or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />due to personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any legal
<br />proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil
<br />Code Section 2782, 8, the above indemnity shall be limited, to the extent required by Civil Code Section
<br />2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Contractor.
<br />7. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed under
<br />this Agreement. Consultant 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
<br />final payment to Consultant under this Agreement. All such records and invoices shall be clearly
<br />identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts
<br />or copies of such records and any other documents created pursuant to this Agreement during regular
<br />business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and
<br />activities related to this Agreement for a period of three (3) years from the date of final payment to
<br />Consultant under this Agreement.
<br />#245794v1 Page 5 of 9
<br />
|