Broad Indemnification / Hold Harmless
critical
Service Provider shall defend, indemnify, and hold harmless the District, its agents, officers, and employees, from and against any claim, demand, action, proceeding, suit, liability, damage, cost (including reasonable attorneys' fees and costs) arising out of or related to the performance of services by Service Provider as provided for in this Agreement, or failure to act by Service Provider, its officers, agents, subcontractors and employees.
Audit & Records-Retention Rights
high
District, at all times under this Agreement, has the right to review project documents and work in progress and to audit financial records, whether or not final, which Service Provider or anyone else associated with the work has prepared or which relate to the work which Service Provider is performing for District pursuant to this Agreement regardless of whether such records have previously been provided to District.
Flow-Down Obligations to Subcontractors
high
Service Provider shall ensure that Service Provider's Sub-Service Providers satisfy all substantive requirements set forth by this Agreement, including insurance and indemnification.
No Minimum Quantity / Work Guarantee
high
Service Provider may or may not receive a request to provide such services, and Service Provider may not receive the maximum expenditure of funds allocated for these services.
Termination for Convenience
high
In the event of cancellation due to non-payment of premium, thirty (30) days written notice shall be given. In the event the District chooses at its own election to conduct its own defense, participate in its own defense or obtain independent legal counsel in defense of any claim arising from the services of the Service Provider provided for in this Agreement, Service Provider agrees to pay all reasonable attorneys' fees and all costs District incurs associated with enforcing the indemnification provisions.