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5. General Provisions
<br /> 5.1 Record Retention. Each Party following completion of the Project shall maintain
<br /> accurate records related to the Project for a period equal to the minimum required pursuant to either
<br /> state or federal requirements, whichever is applicable.
<br /> 5.2 Independent Contractor. Each Party will perform all work and services under this
<br /> Agreement as an independent contractor and not as an agent, employee, or servant of the other
<br /> party. Each Party has the express right to direct and control its own activities in providing the
<br /> agreed work and services in accordance with the terms and conditions of this Agreement.
<br /> 5.3 Subcontracting. Each Party may,in its sole discretion,hire one or more contractors
<br /> and/or subcontractors to perform some or all of its respective work and services. All
<br /> subcontractors will be subject to all applicable terms of the Grant Agreement as per Section 5,
<br /> "Subcontracting" under"Program Specific Terms and Conditions Governing this Grant" (Exhibit
<br /> A).
<br /> 6. Excusable Delay.
<br /> Excusable delay means a failure to perform in a timely manner due to events or causes that
<br /> are not reasonably within the control or contemplation of the Party whose ability to perform is
<br /> delayed by such events or causes. Without limitation, such events or causes may include: extreme
<br /> or unusual weather, landslides, lightning, forest fires, storms, floods, freezing, drought,
<br /> earthquakes, epidemics, pandemics, civil disturbances, strikes, or other disturbances associated
<br /> with labor relations, acts of the public enemy, wars, public riots, breakage, explosion, accident to
<br /> machinery or equipment(reasonably related to the delayed performance),reasonably unanticipated
<br /> changed site conditions, the failure of any government entity with jurisdiction over the design
<br /> phase and/or construction phase work under this Agreement to issue the required permits or
<br /> approvals in a timely manner, or other causes outside of the reasonable control or contemplation
<br /> of a Party.
<br /> 7. Indemnification and Hold Harmless
<br /> 7.1 District's Indemnification of City. The District shall indemnify, defend and hold
<br /> harmless the City, its officers, appointed and elected officials, employees and agents, from and
<br /> against all claims,actions, suits, liability, loss,expenses,fines,penalties,refunds,reimbursements,
<br /> damages and judgments of any nature whatsoever, including costs and reasonable attorneys' fees
<br /> in defense thereof, for injury, sickness, liability or death to persons or damage to property or
<br /> business, (collectively referred to as"Damages")to the extent caused by or arising out of negligent
<br /> or intentional acts, errors or omissions of the District, its officers, officials, employees and/or
<br /> agents in the performance of this Agreement; provided, that in the event of the concurrent
<br /> negligence of the Parties,the District's obligations hereunder shall apply only to the percentage of
<br /> fault attributable to the District, its officers, officials, employees and/or agents.
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