|
DocuSign Envelope ID: 01AF1 CC8-B77B-44CE-8G90.3E207F451847
<br />(viii) Special Risks or Circumstances. City reserves the right to modify
<br />these requirements, including limits, based on the nature of the risk,
<br />prior experience, insurer, coverage, or other special circumstances.
<br />7. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, 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, to the extent arising from the
<br />negligent operations of the Consultant, its subconsultants, agents, employees, or other persons
<br />acting on its behalf which relates to the services described in section 1 of'this Agreement; and (2)
<br />from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
<br />hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
<br />or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of Consultant's uncured breach of the terms of, or effects, arising from
<br />this Agreement provided Consultant is afforded at least (30) days to cure such alleged breach. The
<br />Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br />including fees and costs for special counsel to be selected by the City, regarding any action by a
<br />third party asserting that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terms of, or effects arising
<br />from this Agreement. City may make all reasonable decisions with respect to its representation in
<br />any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are
<br />subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required.
<br />by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
<br />recklessness, or willful misconduct of the Consultant. To the maximum extent permitted by
<br />applicable law, neither the City nor the Consultant shall have any liability for any indirect,
<br />consequential, special or incidental damages, damages for toss of profits or revenues, whether in
<br />an action in contract or tort:, even if such party has been advised of the possibility of such damages,
<br />unless such party has engaged in gross negligence or willful misconduct, or the damages arise
<br />from a third party claim for which a party is entitled to indemnification in this Agreement.
<br />S. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant 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'
<br />letters patent, trademark, or copyright infringement, including costs, contained in the work product
<br />or documents provided by Consultant to the City pursuant to this Agreement.
<br />9. 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 />Page 5 of 9
<br />
|