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6. INDEMNIFICATION
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<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its
<br />officers, agents, employees, contractors, special counsel, and representatives from
<br />liability: (1) for personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief arising out of claims for personal injury, including death, and claims for
<br />property damage, which may arise from the negligent operations of the Consultant, its
<br />subcontractors, agents, employees, or other persons acting on its behalf which relates
<br />to the services described in section 1 of this Agreement; and (2) from any claim that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief is
<br />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,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by
<br />reason of the events referred to in this Section or by reason of the terms of, or effects,
<br />arising from this Agreement. The Consultant further agrees to indemnify, hold harmless,
<br />and pay all costs for the defense of the City, including fees and costs for special counsel
<br />to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution judicial or equitable relief due to personal or property rights arises by reason
<br />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
<br />foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8,
<br />the above indemnity shall be limited, to the extent required by Civil Code Section
<br />2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness,
<br />or willful misconduct of the Consultant.
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<br />7. RECORDS
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<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
<br />respect to the costs incurred under this Agreement and any services, expenditures, and
<br />disbursements charged to the City for a minimum period of three (3) years, or for any
<br />longer period required by law, from the date of final payment to Consultant under this
<br />Agreement. All such records and invoices shall be clearly identifiable. Consultant shall
<br />allow a representative of the City to examine, audit, and make transcripts or copies of
<br />such records and any other documents created pursuant to this Agreement during
<br />regular business hours. Consultant shall allow inspection of all work, data, documents,
<br />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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