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<br />(9) Subcontractors: Contractor shall require and verify that all subcontractors
<br />maintain insurance meeting all the requirements stated herein, and Contractor
<br />shall ensure that City is an additional insured on insurance required from
<br />subcontractors.
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<br />(10) Special Risks or Circumstances: City reserves the right to modify these
<br />requirements, including limits, based on the nature of the risk, prior experience,
<br />insurer, coverage, or other special circumstances.
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<br />7. INDEMNIFICATION
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<br />Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, and representatives from liability for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury,
<br />including death, and claims for property damage, which may arise from the negligent acts or
<br />omissions or willful misconduct of the Contractor, its subcontractors, agents, employees, or
<br />other persons acting on its behalf which relates to the services described in section 1 of this
<br />Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section. Notwithstanding the foregoing, to the extent
<br />Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be
<br />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 Contractor. Further,
<br />Contractor’s obligations under this Section shall not extend to any loss, damages, or claims to
<br />the extent arising from the negligent acts or omissions or willful misconduct of City or its
<br />officers, agents, employees, or representatives.
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<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
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<br />Contractor shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including cost s, 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 Contractor to the City pursuant to this Agreement.
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<br />9. RECORDS
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<br />Contractor shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Contractor 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 Contractor under this Agreement. All such records and
<br />invoices shall be clearly identifiable. Contractor 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. Contractor shall allow inspection of all
<br />work, data, documents, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the date of final payment to Contractor under this Agreement.
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