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Department of California Highway Patrol <br />and City of Redwood City <br />Agreement #24C330002 <br />Page 1 of 1 <br />EXHIBIT D <br />(Standard Agreement) <br />SPECIAL TERMS AND CONDITIONS <br />1. CHP or Contractor reserves the right to cancel this Agreement with thirty (30) days advance <br />written notice to either party. <br />2. Agreement may be amended by mutual written consent of the parties hereto. <br />3. In the event of an unforeseen emergency, CHP may cancel this Agreement without prior notice <br />and without compensation to Contractor. Any outstanding invoices for work already performed <br />will be paid. <br />4. CHP shall defend, indemnify and hold Contractor, its officials, officers, employees, agents, and <br />volunteers free and harmless from any and all liability from loss, damage, or injury to property or <br />persons, including wrongful death, to the extent arising out of or incident to any negligent acts, <br />omissions, or willful misconduct of CHP, its officials, officers, employees, agents, and volunteers <br />arising out of or in connection with CHP performance of this Agreement. <br />Contractor shall defend, indemnify and hold CHP, its officials, officers, employees, agents, and <br />volunteers free and harmless from any and all liability from loss, damage, or injury to property or <br />persons, including wrongful death, to the extent arising out of or incident to any negligent acts, <br />omissions, or willful misconduct of Contractor, its officials, officers, employees, agents, and <br />volunteers arising out of or in connection with Contractor's performance of this Agreement. <br />Neither termination of this Agreement nor completion of the acts to be performed under this <br />Agreement shall release any party from its obligation to indemnify as to any claims or cause of <br />action asserted so long as the event(s) upon which such claim or cause of action is predicated <br />shall have occurred subsequent to the effective date of this Agreement and prior to the effective <br />date of termination or completion. <br />5. Any dispute concerning a question of fact arising under the terms of this agreement which is not <br />disposed within a reasonable period of ten (10) days by the parties normally responsible for the <br />administration of this contract shall be brought to the attention of the Administrative Services <br />Officer (or designated representative) of each organization for joint resolution. <br />6. Contractor agrees to provide CHP with the appropriate documentation that this Agreement is <br />properly authorized and executed on behalf of Contractor. <br />7. Contractor acknowledges that CHP is self-insured for Commercial General Liability, Business <br />Automobile Liability, and Worker's Compensation and Employer's Liability Insurance. The City <br />reserves the right to require, at any time, a certificate of self- insurance. <br />REV: 03-10-25 LF <br />ATTY/AGR.2025.040/Califomia Highway Patrol (CHP) (Range Agreement) (Page 12 of 18) <br />