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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 />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 />irgjury, 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 />S. 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(e), 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, 128, 136.1 with Section 186,22, 187, 190-190.4 and 192(a), 205, 206,
<br />207-209.5, 211, 212, 212.5, 213, 214, 215, 218-219, 220, 236.1(b) or 236.1(c), 243.4, 261, 261.5,
<br />273.5, 262, 264.1, 266, 266c, 266h, 266i, 266j, 267, 269, 272, 273a, 273ab, 273d, 285, 286, 288,
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