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5. Extra Work. The City shall pay Contractor for City authorized extra work detailed in Exhibit C - Scope of Work, included within the services described in Paragraph 1 and such amounts as mutually agreed to in advance. Unless the City and Contractor have agreed in writing before the performance of extra work, no liability and no right to claim compensation for such extra work or expenses shall exist. The applicable hourly rates, equipment rates and material costs for extra work shall be at the rates set forth in Exhibit D-Proposal Price Comparison. 6. City Proiect Manager and Services by City. The services to be performed by the Contractor shall be accomplished under the general direction of and coordinated with, the City's traffic signal maintenance "Project Manager", as that staff person is designated by the City from time to time. The City shall perform the following services: provide copies of record traffic signal drawings and controller cabinet prints for the signalized intersections listed in Exhibit A- Intersections. 7. Progress and Completion. Contractor shall commence work on the services to be performed upon receiving written authorization to proceed with the work provided by the City's Project Manager. All traffic signal maintenance work shall be provided in a timely manner as specified in Exhibit C-Scope of Work. 8. Ownership of Documents. All drawings, designs, data, photographs,reports and other documentation (other than Contractor's drafts, notes and internal memorandum), including duplication of same prepared by Contractor in the performance of these services, shall become the property of the City upon termination of contractual services pursuant to this Agreement for Contract Services and upon payment in full of all compensation then due Contractor. If requested by the City, all, or the designated portions of such, shall be delivered to the City. 9. Indemnification. Contractor shall indemnify, save and hold harmless from and defend the City, its officers, agents and employees, against any and all claims, costs, demands, causes of action, suits, losses, expense or liability arising from,or alleged to have arisen, from any acts or omissions of Contractor, its agents, sub-contractors, officials or employees, in connection with the execution of the work covered by this Agreement, as it may be amended, except for the sole negligence or willful misconduct of City. This indemnification includes any claim that the materials or equipment provided under this Agreement, or any tool, article or process used in manufacture of such tools or equipment, constitutes an infringement of any patent issued by the United States. This entire indemnification provision shall survive termination or cancellation of this Agreement. 10. Insurance. During the term of this Agreement, Contractor shall maintain at its own cost and expense the following insurance coverage with insurers with an A.M. Best's rating of no less than A:V11: Traffic Signal Maintenance Contract Page 2 of 6 Attachment 2-Maintenance Agreement