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RFP Page 22 of 33
<br /> 7. INDEMNIFICATION
<br /> Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors,
<br /> special counsel, and representatives from liability; (1) for personal injury, damages,just compensation, restitution,judicial
<br /> or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may
<br /> arise from the sole negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on
<br /> its behalf which relates to the services described in section 1 of this Agreement; atid(2) frorn any claim that personal injury,
<br /> damages'just restittition,judicial or equitable rehefis dtte by reason of the terms ofor effeets arising ftom this
<br /> Agreemen . Consultant shall not indemni& defend or Bold harmless the Cite.,-1i orn and against any liability cost or expense
<br /> arising out of the negligence or willful misconduct of the City orthe independent acts of third parties not affiliated with
<br /> Consultant. This indemnity and hold harmless agreement applies to all claims for damftSes,jmt compensati
<br /> judicial of equitable reliefsuffered,or alleged to have been ,
<br /> suffered, by feasott
<br /> Agreement.reason of the terms of, or effects, arising from this The Consultant further agrees to indemnify, hold harmless,
<br /> and pay all costs for the defense of the City, including reasonable fees and costs for speeial counsel to be seleeted by the
<br /> City, regarding any 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 by reason of the
<br /> tenns of,or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in
<br /> any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section
<br /> 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out
<br /> of,pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
<br /> CSC respectfi.div requests the foregoing changes. CSC believes that indemnification should be tied to a level of culpable
<br /> conduct for which CSC should, in fairness, be held responsible. CSC should not be responsible,fbr•the sole negligence or
<br /> ivillf rl misconduct on the part of third parties that are not associated with CSC.
<br /> RFP Page 23 of 33
<br /> 9. RECORDS
<br /> Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant
<br /> shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services,
<br /> expenditures, and disbursements charged to the City for a minimuun period of three (3) years, or for any longer period
<br /> required by law, from the date of final payment to Consultant under this Agreement.All such records and invoices shall be
<br /> clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
<br /> such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall
<br /> allow inspection of all work,data, documents,proceedings, and activities related to this Agreement for a period of three(3)
<br /> years from the date of final payment to Consultant raider this Agreement..
<br /> Notwithstanding this provision however City acknowledges and agrees that materials reports and other documentation of
<br /> anv kind erterated with the ordinary course and scope o 'CSCs business o wrations including but not limited to event file
<br /> documentation, incident reports, personnelsfiles, etc.), and conznurnications and documents are subject to attorney-client
<br /> privilege and attorney work product privileges and are not subiect to disclosure Citefurther acknoivledges that doCrarzents
<br /> elassilred as trade secrets (including but not limited to training materials and operational procedures) zrrrdez• the Uniform
<br /> Trade Secret Act excluded�frorn disclosure under-this provision.
<br /> CSC respectful)y requests that the language above be added to this provision, to ensure that documentation prepared irr the
<br /> ordinary coarse and scope of its business operations remain its business records- This practice would he consistent with the
<br /> maintenance of`CSC s independent contractor relationship with Cite=. Further; CSC reserves to the right to exclude protected
<br /> as trade secrets under the Uniform Trade Secrets,4ct as these docunents were developed through the years of investment
<br /> by CSC to create and maintain policies and procedures that are the industry standard and_for which other companies would
<br /> need years of tune and dedicated financial resources to duplicate,
<br /> 9 This item contains and consists of confidential and proprietary information belonging to Contemporary Services Corporation
<br /> and is not to be reproduced,copied,or used without its express written permission. �y�
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