|
(to) Special Risks or Circumstances: City reserves the right to modify these
<br />requirements, including limits, based on the nature of the risk, prior experience, insurer,
<br />coverage, or other special circumstances.
<br />6. INDEMNIFICATION
<br />Vendor 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 Vendor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to
<br />the services described in section 1 of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for
<br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Vendor further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises
<br />by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions
<br />with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Vendor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the
<br />extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Vendor.
<br />INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Vendor shall defend and indemnify the City, its officers, agents, representatives, and employees
<br />against any and all liability, including costs, for infringement of any United States' letters patent,
<br />trademark, or copyright infringement, including costs, contained in the work product or documents
<br />provided by Vendor to the City pursuant to this Agreement.
<br />8. RECORDS
<br />Vendor shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. Vendor shall maintain complete and accurate records with respect to the costs incurred under
<br />this Agreement and any services, expenditures, and disbursements charged to the City for a minimum
<br />period of three (3) years, or for any longer period required by law, from the date of final payment to
<br />Vendor under this Agreement. All such records and invoices shall be clearly identifiable. Vendor shall
<br />allow a representative of the City to examine, audit, and make transcripts or copies of such records and
<br />any other documents created pursuant to this Agreement during regular business hours. Vendor shall
<br />allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a
<br />period of three (3) years from the date of final payment to Vendor under this Agreement.
<br />Page 4 of 8
<br />
|