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10. Subcontractors: Contractor shall require and verify that all subcontractors maintain
<br /> insurance meeting all the requirements stated herein, and Contractor shall ensure that
<br /> City is an additional insured on insurance required from subcontractors.
<br /> 11. Special Risks or Circumstances: City reserves the right to modify these requirements,
<br /> including limits, based on the nature of therisk, prior experience, insurer, coverage, or
<br /> other special circumstances.
<br /> 8. INDEMNIFICATION
<br /> Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br /> employees, contractors, special counsel, and representatives from liability: (1) for personal injury,
<br /> damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br /> injury, including death, and claims for property damage, which may arise from the negligent operations
<br /> of the Contractor,its subcontractors, agents, employees, or other persons acting on its behalf which relates
<br /> to the services described in section 1 of this Agreement; and (2) from any claim that personal injury,
<br /> damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br /> effects arising from this 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 been
<br /> suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br /> from this 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, regarding any
<br /> action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br /> damages,just compensation,restitution,judicial or equitable relief due to personal or property rights arises
<br /> by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions
<br /> with respect to its representation in any legal proceeding. Notwithstanding the foregoing, the above
<br /> indemnity shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness,
<br /> or willful misconduct of the Contractor and excluding such claims that arise out of the sole negligence or
<br /> misconduct of the indemnified parties.
<br /> 9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Contractor shall defend and indemnify the City,its officers,agents,representatives,and employees
<br /> against any and all liability, including costs, for infringement of any United States' letters patent,
<br /> trademark, or copyright infringement, including costs, contained in the work product or documents
<br /> provided by Contractor to the City pursuant to this Agreement.
<br /> 10. RECORDS
<br /> Contractor shall keep records and invoices in connection with the work to be performed under this
<br /> Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred
<br /> under this Agreement and any services, expenditures, and disbursements charged to the City for a
<br /> minimum period of three(3)years,or for any longer period required by law,from the date of final payment
<br /> to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor
<br /> shall allow a representative of the City to examine, audit, and make transcripts or copies of such records
<br /> and any other documents created pursuant to this Agreement during regular business hours. Contractor
<br /> City Council 15 — 8 7/16/2024
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