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section I of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the "terms of or
<br />effects arising from this Agreement. This Indemnity and hold harmless agreement applies'
<br />to all claims for d`arnages, just compensation, restitution, judicial or equitable relief
<br />suffered, or alleged to have been suffered, by reason of the events referred to in this
<br />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, dairtages, just eorapensation, restitution,judieial'ot• equitable, reliefdue 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 respecr to its representation in
<br />any legal,ptooeeding Notwi"thstanding.the foregoing, to the extent Consultant'sservices
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<br />are subject to Civil Code Section 2192 8, the above indemnity shall be limited, to the
<br />extent required by Civil .Code Section 2792.8, to olaimgthat arise out bt. pertain to, or
<br />relate to the negligence, recklessness, or willful misconduet ofthe Consultant,
<br />B. Pursuant to paragraph 1.0 of the Orange County Cooperative Agreement .(RCA-017-
<br />19010018), City and Consultant agree to hold harmless the County of Orange from all,
<br />claims, demands, aeiions or causes ofaotiom of every kind resulting directly or indirectly,
<br />arising out of, or in any way connected with the, use of Orange ,County Cooperative
<br />Agreement (RCA-0.17-19010018),
<br />7. INTELLECTUAL PROPERTY IN DEMNIVICATION'
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees
<br />against any and all liability, including costs, lOr infringement of any United States' letters -patent,
<br />trademark, or copyright :infringement, including cost% contained, in the work product or documents
<br />provided by Consultant to the City pursuant to this Agreement;
<br />S. RE, CO13'.IDS
<br />Consultantshall keep records and invoices in connection with the work to be performed under this
<br />Agreement. Consultant shall maintain complete and accurate records with respect to the costs" incurred
<br />under this Agreement and any services, expenditures, and disbursements- charged to the City for a
<br />minimum period ofthree (3) years, or for any longerperiod required by lawJrom the dateoffmal payment
<br />to Consultant under this Agreement, All such records .and Invoice's :thall be clearly identifiable,
<br />Consultant shrill allow a representative of the. City to examine, audit, and make transcripts or copies of
<br />such records and any other documents created pursuant to this Agreement during regular business hours.
<br />Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this
<br />Agreement for a period of three (3) years- from the slate of final payment to Consultant marker this
<br />Agreement;
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