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indemnify the City for any work performed prior to approval of insurance by the
<br />City.
<br />7. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability; (1) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may
<br />arise from the direct or indirect operations of the Consultant or its contractors,
<br />subcontractors, agents, employees, or other persons acting on their behalf which relates to
<br />the services described in section I of this Agreement; and (2) from any claim that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason
<br />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
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred
<br />to in this Section or by reason of the terms of, or effects, arising from this Agreement. The
<br />Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of
<br />the City, including fees and costs for special counsel to be selected by the City, regarding
<br />any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in
<br />any legal proceeding.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant 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
<br />States' letters patent, trademark, or copyright infringement, including costs, contained in
<br />the work product or documents provided by Consultant to the City pursuant to this
<br />Agreement.
<br />9. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Consultant shall maintain complete and accurate records with
<br />respect to the costs incurred under this Agreement and any services, expenditures, and
<br />disbursements charged to the City for a minimum period of three (3) years, or for any
<br />longer period required by law, from the date of final payment to Consultant under this
<br />Agreement. All such records and invoices shall be clearly identifiable. Consultant shall
<br />allow a representative of the City to examine, audit, and make transcripts or copies of such
<br />records and any other documents created pursuant to this Agreement during regular
<br />business hours. Consultant shall allow inspection of all work, data, documents,
<br />proceedings, and activities related to this Agreement for a period of three (3) years from
<br />the date of final payment to Consultant under this Agreement.
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