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INDEMNIFICATION
<br />Consultant 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 />mhfl`V, damages, jest compensation, restitution,judicial or equitable relief arising out orclairns for
<br />personal injury. including death, and claims for property damage, which may arise from the
<br />negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
<br />acting on its behalf Mich relates to the services described in section I of this Agreements and (2)
<br />from any clifirn that personal injury,
<br />jury, damages. just compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
<br />hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
<br />or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
<br />further agrees to indemnify, ]told harmless, and pay ail costs for the defense of the City, including
<br />fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agreement, or asserting that Personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
<br />to the extent Consutuint's services are subject to Civil
<br />ivil Code Section 2782.8, the above indemnity
<br />shall be limited, to the extent required by Civil Code Section 2792,8, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br />8, INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees againq any and all liability, including costs, for infringement of any United States'
<br />letters patent, trademark, or copyright infringement, including costs, contained in the work product
<br />or documents Provided by Consultant to the City pursuant to this Agreement.
<br />% RECORDS
<br />Consultant shall kccie records and invoices in connection with the work to be Performed
<br />under this Agreement. Consultant shalt maintain complete and accurate records with respect to
<br />the Costs incurred under this Agreement and any services, expenditures, and disbursements
<br />charged to the City for a minimum Period of three (3) years, or for any longer period required by
<br />law, From the date of final payment to Consultant Linder this Agreement. All such records and
<br />invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
<br />examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
<br />work, data, documents, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the date of final payment to Consultant under this Agreement.
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