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subcontractors.
<br />10. Special Risks or Circumstances: City reserves the right to modify these
<br />requirements, including limits, based on the nature of the risk, prior experience,
<br />insurer, coverage, or other special circumstances.
<br />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 negligent
<br />operations of the Consultant or its Consultants, subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section l 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 arising from this Agreement. This indemnity and
<br />hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this
<br />Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further
<br />agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br />reasonable fees and costs for special counsel to be selected by the City, regarding any action by a
<br />third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property
<br />rights arises by reason of the terms of, or effects arising from this Agreement. City may make all
<br />reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the
<br />foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above
<br />indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise
<br />of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br />8. 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, for
<br />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 />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 the
<br />costs incurred under this Agreement and any services, expenditures, and disbursements charged to
<br />the City for a minimum period of three (3) years, or for any longer period required by law, from the
<br />date of final payment to Consultant under this Agreement. All such records and invoices shall be
<br />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 (3) years from
<br />the date of final payment to Consultant under this Agreement.
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