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7. INDEMNIFICATION
<br />Consultant agrees todefend, and shall indemnify and hold harmless theCity, itsofficers,
<br />agents, employees, contractors, special counsel, and representatives from liability: (1) forpersonal
<br />injury, damages, justcompensation, restitution, judicial orequitable relief arising outof claims for
<br />personal injury, including death, and claims for property damage, which may arise fromthe
<br />negligent operations ofthe Contractor, its subcontractors, agents, employees, or other persons
<br />acting onits behalf which relates tothe services described insection 1ofthis Agreement; and (2)
<br />from any claim that personal injury, damages, just compensation, restitution, judicial orequitable
<br />reliefisdue by reason ofthe terms oforeffects arising from this Agreement. This indemnity and
<br />holdharmless agreement applies toall claims for damages, just compensation, restitution, judicial
<br />orequitable relief suffered, oralleged tohave been suffered, byreason oftheevents referred to in
<br />this Section orbyreason ofthe terms of, oreffects, arising from this Agreement. The Consultant
<br />further agrees to indemnify, hold harmless, and pay allcosts forthe defense ofthe City, including
<br />fees and costs for special counsel tobe selected by the City, regarding any action byathird party
<br />challenging the validity ofthis Agreement, or asserting that personal injury, damages, just
<br />compensation, restitution, judicial orequitable relief due topersonal orproperty rights arises by
<br />reason of the terms of, oreffects arising from this Agreement. City may make all reasonable
<br />decisions with respect toits representation in any legalproceeding. Notwithstanding the foregoing,
<br />totheextent Contractorservices are subject to Civil Code Section 2782.8, the above indemnity
<br />shall belimited, tothe extent required by CivilCode Section 2782.8, toclaims thatarise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct oftheContractor.
<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 cost
<br />letters patent, trademark, orcopyright infringement, including costs, contained in the workproduct
<br />or documents provided by Consultant to theCity pursuant tothis Agreement.
<br />9. RECORDS
<br />Consultant shall keep records andinvoices in connection withthework tobe performed
<br />under this Agreement. Consultant shall maintain complete and accurate records with respect to
<br />the costs incurred under this Agreement and anyservices, expenditures, anddisbursements
<br />charged to the City for aminimum period ofthree (3) years, orfor any longerperiod required by
<br />law, from the date offinalpayment to Consultant under this Agreement. All such records and
<br />invoices shall beclearly identifiable. Consultant shall allow a representative of theCity to
<br />examine, audit, and make transcripts orcopies ofsuch records and any otherdocuments created
<br />pursuant tothis Agreement during regular business hours. Consultant shallallow inspection ofall
<br />work, data, documents, proceedings, and activities related to this Agreement for aperiod ofthree
<br />3) yearsfrom the date of final payment toConsultant under this Agreement.
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