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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 resulting from claims
<br />for personal injury, including death, and claims for property damage, which may result from the
<br />negligent operations of the Consultant, 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 compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects resulting 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, by reason of the events referred to in this Section or by reason of the
<br />terms of, or effects, resulting from this Agreement. The Consultant further agrees to indemnify,
<br />hold harmless, and pay all costs for the defense of the City, including fees and costs for special
<br />counsel to be selected by the City, regarding any action by a third party challenging the validity of
<br />this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial
<br />or equitable relief due to personal or property rights results by reason of the terms of, or effects
<br />resulting from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's
<br />services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the
<br />extent required by Civil Code Section 2782.8, to claims that result from the negligence,
<br />recklessness, or willful misconduct of the Consultant.
<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 />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 />charged 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. Any information reviewed and/or
<br />copied during an audit shall be treated as confidential and shall not be subject to release as part of
<br />a Public Records Act Request, unless required by law and/or judicial order. Consultant shall allow
<br />inspection of all work, data, documents, proceedings, and activities related to this Agreement for
<br />a period of three (3) years from the date of final payment to Consultant under this Agreement.
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