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DocuSign Envelope ID: 29D1D31B-ACOA-432E-9121-2EFS16E35D64
<br />of termination. Contractor waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance by the City.
<br />8. INDEMNIFICATION
<br />Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, to the extent caused from the
<br />negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting
<br />on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any
<br />claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due
<br />by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief
<br />suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by
<br />reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to
<br />indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for
<br />special counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial
<br />or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising
<br />from this Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil
<br />Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
<br />2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Consultant.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractor shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including costs, for infringement of any United States' letters
<br />patent, trademark, or copyright infringement, including costs, contained in the work product or
<br />documents provided by Contractor to the City pursuant to this Agreement.
<br />10. RECORDS
<br />Contractor shall keep records and invoices in connection with the work to be performed under
<br />this Agreement. Contractor shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City
<br />for a minimum period of three (3) years, or for any longer period required by law, from the date of
<br />final payment to Contractor under this Agreement. All such records and invoices shall be clearly
<br />identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts
<br />or copies of such records and any other documents created pursuant to this Agreement during regular
<br />business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and
<br />activities related to this Agreement for a period of three (3) years from the date of final payment to
<br />Contractor under this Agreement.
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