|
6.INSURANCE
<br />Insurance requirements are attached hereto as Exhibit C.
<br />7.INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold hannless the City, its officers,
<br />agents, employees, contractors, special counsel, and representatives from liability: (I) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may arise
<br />from the negligent operations of the Consultant, its subcontractors, agents, employees, or other
<br />persons acting on its 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 hannless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or eq uitable relief suffered, or alleged to have been suffered,
<br />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. Consultant further agrees to indemnify, hold harmless, and pay all
<br />costs for the defense of the City, including fees and costs for special counsel to be selected by the
<br />City, regarding any action by a third party challenging the validity of this Agreement, or
<br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />due to personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject
<br />to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by
<br />Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
<br />recklessness, or willful misconduct of the Consultant.
<br />8.INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents,
<br />representatives, and employees against any and all liability, including costs, for infringement of
<br />any United States' letters patent, trademark, or copyright infringement, including costs,
<br />contai ned in the work product or documents provided by Consultant to the City pursuant to this
<br />Agreement.
<br />9.RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Consultant shall maintain complete and accurate records with respect to
<br />the costs incurred under this Agreement and any services, expenditures, and disbursements
<br />charged to the City for a minimum period of three (3) years, or for any longer period required by
<br />law, from the date of final payment to Consultant under this Agreement. All such records and
<br />Page 3 of 9
<br />EXHIBIT 2
|