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3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form
<br /> with a retroactive date prior to the contract effective date, Contractor must purchase "extended
<br /> reporting" coverage for a minimum of three (3) years after completion of work.
<br /> Subcontractors
<br /> Contractor shall require and verify that all sub-contractors maintain insurance meeting all the
<br /> requirements stated herein, and Contractor shall ensure that City is an additional insured on
<br /> insurance required from subcontractors.
<br /> Special Risks or Circumstances
<br /> City reserves the right to modify these requirements, including limits, based on the nature of the
<br /> risk, prior experience, insurer, coverage, or other special circumstances.
<br /> 8. INDEMNIFICATION
<br /> Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br /> agents, employees, contractors, 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 sole
<br /> negligent operations of the Contractor, its subcontractors, agents, employees, or other persons
<br /> acting on its behalf which relates to the services described in section 1 of this Agreement.
<br /> Contractor shall not indemnify, defend or hold harmless the City from and against any liability,
<br /> cost or expense arising out of the negligence or willful misconduct of the City or the independent
<br /> acts ofthird parties not affiliated with Contractor. The Contractor further agrees to indemnify, hold
<br /> harmless, and pay all costs for the defense of the City, including reasonable fees 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
<br /> rights arises by reason of the terms of, or effects arising from this Agreement. City may make all
<br /> reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding
<br /> the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the
<br /> above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims
<br /> that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
<br /> Contractor.
<br /> 9. 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 /> 10. RECORDS
<br /> Contractor shall keep records and invoices in connection with the work to be performed
<br /> under this Agreement. Contractor shall maintain complete and accurate records with respect to
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