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(10) Special Risks or Circumstances. Entity reserves the right to modify these
<br /> requirements, including limits, based on the nature of the risk, prior
<br /> experience, insurer, coverage, or other special circumstances
<br /> 7. INDEMNIFICATION
<br /> Contractor 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, which may arise from the
<br /> negligent operations of the Contractor or its consultants, subcontractors, agents, employees, or
<br /> other persons acting on their behalf which relates to the services described in section 1 of this
<br /> Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,
<br /> judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br /> This indemnity and hold harmless agreement applies to all claims for damages,just compensation,
<br /> restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br /> events referred to in this Section or by reason of the terms of, or effects, arising from this
<br /> Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the
<br /> defense of the City, including fees and costs for special counsel to be selected by the City,
<br /> regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br /> personal injury,damages,just compensation,restitution,judicial or equitable relief due to personal
<br /> or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br /> may make all reasonable decisions with respect to its representation in any legal proceeding.
<br /> Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code
<br /> Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
<br /> 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
<br /> misconduct of the Contractor.
<br /> 8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Contractor 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 Contractor to the City pursuant to this Agreement.
<br /> 9. BACKGROUND CHECK REQUIREMENTS
<br /> Contractor shall not assign any employee, agent, subcontractor or volunteer to provide
<br /> services pursuant to this Agreement, if that employee, agent, subcontractor or volunteer is required
<br /> to register as a sex offender under California Penal Code Section 290 et seq, has a conviction for
<br /> any crime of moral turpitude, has a conviction for a violent felony as defined in California Penal
<br /> Code Section 667.5(c), or has a conviction for a serious felony as defined in California Penal Code
<br /> Section 1192.7(c).Disqualifying convictions include but are not limited to,violations of California
<br /> Penal Code Sections 37, 1289 136.1 with Section 186.22, 1879 190-190.4 and 192(a), 205, 2069
<br /> 207-209.5, 2119 212, 212.5, 213, 214, 215, 218-2199 220, 236.1(b) or 236.1(c), 243.4, 261, 261.59
<br /> 273.59 262, 264.1, 266, 266c, 266h, 266i, 266j, 267, 269, 272, 273a, 273ab, 273d, 285, 286, 288,
<br /> City Council 18 — 8 5/ 4f 11
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