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EXHIBIT 2
<br />7. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify And hold harruless the City, its officers,
<br />agents, .employees, consultants, special counsel,and representatives fram liability: (1) forpersonal
<br />injury, damages, just compensation, restitution judicial or equitable relief I outofelaims for
<br />personal injury, including death, and claims for property damage, which. may arise. from .the
<br />negligent operations of the Consultant or its subconsultants, agents, employee§, or otherpersons
<br />acting on their behalf relates to .the services described in. -section 1 of.this A ., ". p t, and
<br />(2) from any claim that ersonal injury, daul8ges, just canipensaUon, restitution; judicial or
<br />equitable relief is due: by-' reason of :the terms of or effects arising from this Agreement, This
<br />iridenu tty and hold harmless agreement applies. to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, byreason of the
<br />events referred to in this Section or by ;reason. b£.the terms :of, or effects, arising from this
<br />Agreement The Consultant further agrees to iademrufy, hold hatiriluk and pay all costs for the
<br />defense of the City, including fees and costs for special counsel .to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreernen4 dr asserting that,
<br />Personal injury, damages, just coi0p.ensation;iestitution, judieralor:egpitablereliefdue topersonal.
<br />or, property rights arises by reason of the terms of, or effects arising from this Agreement, City
<br />may make all reasonable .decisions with respect to its representation in any legal •proceeding,
<br />Notwithstanding the foregoing, tothe extent Consultant's services are subject to. _Civil Code
<br />Section 2.782.8. the above indemnity shall be limited, to. the extent required by Civil Code Section
<br />2782:8, to claims that arise of, Pertain to, or.relate to.:the negligence, recklessness, or willful
<br />misconduct of the Co. nstiltant.
<br />8, INTELLEGTUALPROPEAfY.INDEMNIFICATION
<br />Consultant shall defend, indemnify and hold harmless the -City, its officers, agents,
<br />representatives,'and employees against any and allhabiity; including costs, and attorneys fees,
<br />for mfiingementofanyUnitedStates'letters atenttrademark,.orcopgened in ynte work
<br />productor documents provided by Consultant to the City -pursuant to this Agreement.
<br />9. RECORDS
<br />Consultant shall keep records and invoices rn connection with the work to be.pertarmed
<br />under this Agreement.. Consultant shall 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 fox any longer period required by
<br />law, from the date of final :payment to. Consultant. under this Agreement. All such records and
<br />inVOleeS shall be clsarly identifiable. Consultant shall allow a reptesentatiVe: 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 dunrig.regular :business hours. Consuitantshall allow *Bection ofall
<br />work, data, documents, proceedings, and ."activities "related to this Agreement for §period of three
<br />(3) years from the date of finalpayment to Consultant under this Agreement,
<br />Pa e4of8
<br />25B-10
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