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<br />Subcontractor’s right to be paid for its time and materials expended prior to notification of
<br />termination. Subcontractor waives the right to receive compensation and agrees to indemnify the
<br />Contractor for any work performed prior to approval of insurance by the Contractor.
<br />8. INDEMNIFICATION
<br />Subcontractor agrees to defend, and shall indemnify and hold harmless the Contractor, its
<br />officers, agents, employees, contractors, special counsel, and representatives from liability: (1)
<br />for personal injury, damages, just compensation, restitution, judicial or equitable relief arising
<br />out of claims for personal injury, including death, and claims for property damage, which may
<br />arise from the negligent operations of the Subcontractor, its subcontractors, agents, employees,
<br />or other persons acting on its behalf which relates to the services described in section 1 of this
<br />HEAP Agreement; and (2) from any claim that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />HEAP 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
<br />been suffered, by reason of the events referred to in this Section or by reason of the terms of, or
<br />effects, arising from this HEAP Agreement. The Subcontractor further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the Contractor, including fees and costs for special
<br />counsel to be selected by the Contractor, regarding any action by a third party challenging the
<br />validity of this HEAP Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the
<br />terms of, or effects arising from this HEAP Agreement. Contractor may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the
<br />foregoing, to the extent Subcontractor’s services are subject to Civil Code Section 2782.8, the
<br />above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims
<br />that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
<br />Subcontractor.
<br />9. RECORDS
<br />Subcontractor shall keep records and invoices in connection with the work to be
<br />performed under this HEAP Agreement. Subcontractor shall maintain complete and accurate
<br />records with respect to the costs incurred under this HEAP Agreement and any services,
<br />expenditures, and disbursements charged to the Contractor for a minimum period of three (3)
<br />years, or for any longer period required by law, from the date of final payment to Subcontractor
<br />under this HEAP Agreement. All such records and invoices shall be clearly identifiable.
<br />Subcontractor shall allow a representative of the Contractor to examine, audit, and make
<br />transcripts or copies of such records and any other documents created pursuant to this HEAP
<br />Agreement during regular business hours. Subcontractor shall allow inspection of all work, data,
<br />documents, proceedings, and activities related to this HEAP Agreement for a period of three (3)
<br />years from the date of final payment to Subcontractor under this HEAP Agreement.
<br />10. CONFIDENTIALITY
<br />EXHIBIT 1
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