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<br />(8) Subcontractors: UCCE shall require and verify that all subcontractors
<br />maintain insurance meeting all the requirements stated herein, and UCCE shall
<br />ensure that City is an additional insured on insurance required from
<br />subcontractors.
<br />(9) 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.
<br />INDEMNIFICATION
<br />UCCE shall defend, indemnify and hold City, its officers, employees, and agents harmless
<br />from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims
<br />for injury or damages arising out of the performance of this Agreement, but only in proportion to
<br />and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are
<br />caused by or result from the negligent or intentional acts or omissions of UCCE, its officers, agents
<br />or employees.
<br />City shall defend, indemnify and hold UCCE, its officers, employees and agents harmless
<br />from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims
<br />for injury or damages arising out of the performance of this Agreement, but only in proportion to
<br />and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are
<br />caused by or result from the negligent or intentional acts or omissions of City, its officers, agents
<br />or employees.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />UCCE shall defend and indemnify the City, its officers, agents, representatives,
<br />and 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 UCCE to the City pursuant to this Agreement.
<br />9. RECORDS
<br />UCCE shall keep records and invoices in connection with the work to be performed under
<br />this Agreement. UCCE shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the
<br />City for a minimum period of three (3) years, or for any longer period required by law, from the
<br />date of final payment to UCCE under this Agreement. All such records and invoices shall be clearly
<br />identifiable. UCCE shall allow a representative of the City to examine, audit, and make transcripts
<br />or copies of such records and any other documents created pursuant to this Agreement during
<br />regular business hours. UCCE shall allow inspection of all work, data, documents, proceedings,
<br />and activities related to this Agreement for a period of three (3) years from the date of expiration
<br />of this Agreement.
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