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(10) Special Risks or Circumstances: City reserves the right to reasonably
<br />modify these requirements, including limits, based on the nature of the risk,
<br />prior experience, insurer, coverage, or other special circumstances and
<br />Consultant reserves the right to accept any modification in these requirements
<br />in writing. In the event the parties are unable to agree to modifications to these
<br />requirements, including limits, Consultant shall maintain the right to terminate
<br />this Agreement.
<br />7. 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 />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, to the extent which may arise
<br />from the negligent operations of the Contractor, its subcontractors, agents, employees, or other
<br />persons acting on its behalf which relates to the services described in section 1 of this Agreement;
<br />and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief is due by reason of the terms of or effects arising from this Agreement. This
<br />indemnity 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, by reason of the
<br />events referred to in this Section or 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 any legal
<br />proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil
<br />Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code
<br />Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or
<br />willful misconduct of the Contractor.
<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 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 />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 respect to
<br />the costs incurred under this Agreement and any services, expenditures, and disbursements charged
<br />to the City for a minimum period of three (3) years, or for any longer period required by law, from
<br />the date of final payment to Consultant under this Agreement. All such records and invoices shall
<br />be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and
<br />make transcripts or copies of such records and any other documents created pursuant to this
<br />Agreement during regular business hours. Consultant shall allow inspection of all work, data,
<br />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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