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of termination. Partner waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance by the
<br />City.
<br />INDEMNIFICATION
<br />Partner 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, which may arise from the
<br />negligent operations of the Partner, 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
<br />any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold
<br />harmless 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 to in
<br />this Section or by reason of the terms of, or effects, arising from this Agreement. The Partner
<br />further agrees to indemnify, hold harmless, and pay all 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 Partner's services are subject to Civil Code Section 2782.8, the above indemnity shall
<br />be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain
<br />to, or relate to the negligence, recklessness, or willful misconduct of the Partner.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Partner 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'
<br />letters patent, trademark, or copyright infringement, including costs, contained in the work product
<br />or documents provided by Partner to the City pursuant to this Agreement.
<br />9. RECORDS
<br />Partner shall keep records and invoices in connection with the work to be performed under
<br />this Agreement. Partner 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
<br />City for a minimum period of three (3) years, or for any longer period required by law, from the
<br />date of final payment to Partner under this Agreement. All such records and invoices shall be
<br />clearly identifiable. Partner shall allow a representative of the City to examine, audit, and make
<br />transcripts or copies of such records and any other documents created pursuant to this Agreement
<br />during regular business hours. Partner shall allow inspection of all work, data, documents,
<br />proceedings, and activities related to this Agreement for a period of three (3) years from the date
<br />of final payment to Partner under this Agreement.
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