|
9. INSURANCE
<br /> Insurance requirements are attached hereto as Exhibit C.
<br /> 10. INDEMNIFICATION
<br /> Consultant agrees to defend, and shall indemnify and hold harmless the City, its
<br /> officers, agents, employees, contractors, special counsel, and representatives from liability: (1)
<br /> for personal injury, damages,just compensation, restitution,judicial or equitable relief arising
<br /> out of claims for personal injury, including death, and claims for property damage, which may
<br /> arise from the negligent operations of the Consultant,its subcontractors, agents, employees, or
<br /> other persons acting on its behalf which relates to the services described in section I of this
<br /> Agreement; and (2) from any claim that personal injury, damages, just compensation,
<br /> restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this
<br /> Agreement.This indemnity and hold harmless agreement applies to all claims for damages,just
<br /> compensation,restitution,judicial or equitable 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
<br /> the 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 equitablerelief
<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 representationn in any
<br /> legal proceeding.
<br /> 11. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Consultant 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
<br /> product or documents provided by Consultant to the City pursuant to this Agreement.
<br /> 12. 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 /> invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
<br /> examine, audit,and make transcripts or copies of such records and any other documents created
<br /> pursuant to this Agreement during regular business hours, Consultant shall allow inspection of
<br /> all work, data, documents, proceedings, and activities related to this Agreement for a period of
<br /> three(3) years from the date of final payment to Consultant under this Agreement.
<br /> Page 4 of 9
<br />
|