Agmt18 Department of California Hiway Patrol - CHP

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Department of California Highway Patrol and City of Redwood City, Redwood City PD Agreement #18C330001 Page 1 of 1 EXHIBIT D (Standard Agreement) SPECIAL TERMS AND CONDITIONS 1. CHP or Contractor reserves the right to cancel this Agreement with thirty (30) days advance written notice to either party. 2. Agreement may be amended by mutual written consent of the parties hereto. 3. In the event of an unforeseen emergency, CHP may cancel this Agreement without prior notice and without compensation to Contractor. Any outstanding invoices for work already performed will be paid. 4. Agreement may be amended by mutal consent of the parties hereto. 5. The parties hereto agree that the following supersedes and substitutes for paragraph 5 of Exhibit C: CHP shall defend, indemnify and hold Contractor, its officials, officers, employees, agents, and volunteers free and harmless from any and all liability from loss, damage, or injury to property or persons, including wrongful death, to the extent arising out of or incident to any negligent acts, omissions, or willful misconduct of CHP, its officials, officers, employees, agents, and volunteers arising out of or in connection with CHP performance of this Agreement. Contractor shall defend, indemnify and hold CHP, its officials, officers, employees, agents, and volunteers free and harmless from any and all liability from loss, damage, or injury to property or persons, including wrongful death, to the extent arising out of or incident to any negligent acts, omissions, or willful misconduct of Contractor, its officials, officers, employees, agents, and volunteers arising out of or in connection with Contractor's performance of this Agreement. 6. Any dispute concerning a question of fact arising under the terms of this agreement which is not disposed within a reasonable period of ten (10) days by the parties normally responsible for the administration of this contract shall be brought to the attention of the Administrative Services Officer (or designated representative) of each organization for joint resolution. 7. Contractor agrees to provide CHP with the appropriate documentation that this Agreement is properly authorized and executed on behalf of Contractor. 8. Contractor acknowledges that CHP is self-insured for Commercial General Liability, Business Automobile Liability, and Worker's Compensation and Employer's Liability Insurance. The City reserves the right to require, at any time, a certificate of self-insurance.