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9. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, 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 Consultant or its subconsultants, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section 1 of this Agreement; and
<br />(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. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
<br />or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br />may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code
<br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
<br />2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Consultant.
<br />10. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
<br />representatives, and employees against any and all liability, including costs, and attorney's fees,
<br />for infringement of any United States' letters patent, trademark, or copyright contained in the work
<br />product or documents provided by Consultant to the City pursuant to this Agreement.
<br />11. RETENTION OF RECORDS/AUDIT
<br />For the purpose of determining compliance with Public Contract Code 10115, et seq. and
<br />Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable, and
<br />other matters connected with the performance of this Agreement, pursuant to Government Code
<br />8546.7, Consultant, subconsultants, and City shall maintain and make available for inspection all
<br />books, documents, papers, accounting records, and other evidence pertaining to the performance
<br />of the Agreement, including but not limited to, the costs of administering the Agreement. All
<br />parties shall make such materials available at their respective offices at all reasonable times during
<br />the Agreement period and for three years from the date of final payment under the Agreement.
<br />The state, State Auditor, City, FHWA, or any duly authorized representative of the Federal
<br />Government shall have access to any books, records, and documents of Consultant and its certified
<br />public accountants work papers that are pertinent to the contract and indirect cost rates (ICR) for
<br />audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested.
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