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personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may arise from
<br />the negligent operations of Bean Sprouts, 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 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. Bean Sprouts
<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 equitable relief due to personal or property rights arises by
<br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
<br />to the extent Bean Sprouts' 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 arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of Bean Sprouts.
<br />16. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Bean Sprouts 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 Bean Sprouts to the City pursuant to this Agreement.
<br />17. RECORDS
<br />a. Bean Sprouts shall keep records and invoices in connection with the work to be
<br />performed under this Agreement. Bean Sprouts shall maintain complete and
<br />accurate records with respect to the costs incurred under this Agreement and any
<br />services, expenditures, and disbursements charged to the City for a minimum period
<br />of three (3) years, or for any longer period required by law, from the date of final
<br />payment to Bean Sprouts under this Agreement. All such records and invoices shall
<br />be clearly identifiable. Bean Sprouts shall allow a representative of the City to
<br />examine, audit, and make transcripts or copies of such records and any other
<br />documents created pursuant to this Agreement during regular business hours. Bean
<br />Sprouts shall allow inspection of all work, data, documents, proceedings, and
<br />activities related to this Agreement for a period of three (3) years from the date of
<br />final payment to Bean Sprouts under this Agreement.
<br />b. Bean Sprouts shall install and record all sales and charges by means of cash
<br />registers or other comparable devices that display to the customer the amount of the
<br />transaction and automatically issue a receipt. The cash registers shall be equipped
<br />with devices that lock in sales totals and other transaction records, or with counters
<br />which are not re-settable and which record transaction numbers and sales details.
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