|
7. 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 orproperty 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, to the extent
<br /> Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to
<br /> the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
<br /> negligence, recklessness, or willful misconduct of the Contractor.
<br /> 8. 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 /> 9. 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 retards 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 /> shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement
<br /> for a period of three (3) years from the date of final payment to Contractor under this Agreement.
<br /> 10. CONFIDENTIALITY
<br /> If Contractor receives from the City information which due to the nature of such information is
<br /> reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or
<br /> disclose such information except in the performance of this Agreement, and further agrees to exercise the
<br /> Page 5 of 9
<br />
|