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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, which may arise froin the
<br />negligent operations of the Contractor, its subcontractors, agents, employees, or other persons
<br />acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
<br />from any claim that personal injury, damages, just comperi ation, restitution, judicial or equitable
<br />relief is due by reason of the terins of or effects arising from this Agreement. This indemnity and
<br />hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
<br />or 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 Consultant
<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 egtitable relief due to personal or property rights arises by
<br />reason of the terms of, or ,effects . arising from this Agreement, City ma,y make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding:the foregoing,
<br />to the extent Contractor's services are, subject, to Civil Code Section 2782,8, the above indemnity
<br />shall .be limited, to the extent required by Civil Code "Section 2782.8, to claims that anise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
<br />8. INTELLECTUAL PROPE11TY INDEMNIVICATION
<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, of copyright infringement, including costs, contained in the work product
<br />or documents provided by Conisultan.t to the City pursuant to this 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 respect to
<br />the costs incurred. under this Agreement and any services, expenditures, and disbursements
<br />changed to the City for a minimum period of three (3) years, or for any longer period required by
<br />law, from the date of final payment to Consultant under this Agreement. All such records and
<br />invoices shall .be clearly identifiable. Consultant shall allow a representative 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 during regular business hours, Consultant shall allow inspection of all
<br />work, data, 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,
<br />10. CONFIDE' NTIALITY
<br />If Consultant receives from the City information which due to the nature of such
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