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<br />compensation and agrees to indemnify the City for any work
<br />performed prior to approval of insurance by the City.
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<br />6. INDEMNIFICATION
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<br />6.1 FOSAZ agrees to defend, and shall indemnify and hold harmless the City,
<br />its officers, agents, employees, providers, special counsel, and representatives
<br />from liability:
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<br />6.1.1 For personal injury, damages, just compensation, restitution, judicial
<br />or equitable relief arising out of claims for personal injury, including death, and
<br />claims for property damage, which may arise from the negligent operations of
<br />FOSAZ or its subcontractors, agents, employees, or other persons acting on their
<br />behalf which relates to the services described in section 1 of this Agreement; and
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<br />6.1.2 From any claim that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief is due to the terms of or effects arising from
<br />this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br />alleged to have been suffered, by reason of the events referred to in this Section
<br />or by reason of the terms of, or effects, arising from this Agreement. FOSAZ further
<br />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
<br />any action by a third party challenging the validity of this Agreement, or asserting
<br />that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief due to personal or property rights arises by reason of the terms of, or effects
<br />arising from this Agreement. City may make all reasonable decisions with respect
<br />to its representation in any legal proceeding. This indemnification provision shall
<br />survive expiration or termination of this Agreement.
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<br />6.2 City agrees to indemnify and hold harmless, FOSAZ, its officers,
<br />employees, and agents from claims, actions, damages, or litigation resulting from
<br />the City’s ownership of the Zoo and/or Zoo facilities (except those owned or
<br />operated by FOSAZ), and the City’s exercise of its duties and responsibilities
<br />pursuant to this Agreement, unless such claims, actions, damages, or litigation
<br />result from the sole negligence or willful misconduct of FOSAZ, its officers,
<br />employees, or agents. This indemnification provision shall survive expiration or
<br />termination of this Agreement.
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<br />7. RECORDS
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<br />FOSAZ shall keep records and invoices in connection with the work to be
<br />performed under this Agreement. FOSAZ shall maintain complete and accurate
<br />records with respect to the costs incurred under this Agreement and any services,
<br />expenditures, and disbursements charged to the City for a minimum period of three
<br />(3) years, or for any longer period required by law, f rom the date of final payment
<br />Exhibit 1
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