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Agreement. Such termination shall not affect Consultant's right to be paid <br />for its time and materials expended prior to notification of termination. <br />Consultant waives the right to receive compensation and agrees to <br />indemnify the City for any work performed prior to approval of insurance <br />by the City. <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, <br />agents, employees, consultants, special counsel, and representatives from liability: (1) for <br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising <br />out of claims for personal injury, including death, and claims for property damage, which <br />may arise from the direct or indirect operations of the Consultant or its contractors, <br />subcontractors, agents, employees, or other persons acting on their 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 due <br />by reason of the terms of or effects arising from this Agreement. This indemnity and hold <br />harmless agreement applies to all claims for damages, just compensation, restitution, <br />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 <br />for the defense of the City, including fees and costs for special counsel to be selected by <br />the City, regarding any action by a third party challenging the validity of this Agreement, <br />or asserting that personal injury, damages, just compensation, restitution, judicial or <br />equitable relief due to personal or property rights arises by reason of the terms of, or <br />effects arising from this Agreement. City may make all reasonable decisions with respect <br />to its representation in any legal proceeding. <br />Consultant shall defend and indemnify the City, its officers, agents, <br />representatives, and employees against any and all liability, including costs, for <br />infringement of any United States' letters patent, trademark, or copyright infringement, <br />including costs, contained in the work product or documents provided by Consultant to <br />the City pursuant to this Agreement. <br />9. RECORDS <br />Consultant shall keep records and invoices in connection with the work to be <br />performed under this Agreement. Consultant shall maintain complete and accurate <br />records with respect to the costs incurred under this Agreement and any services, <br />expenditures, and disbursements charged to the City for a minimum period of three (3) <br />years, or for any longer period required by law, from the date of final payment to <br />Consultant under this Agreement. All such records and invoices shall be clearly <br />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 <br />this Agreement during regular business hours. Consultant shall allow inspection of all <br />work, data, documents, proceedings, and activities related to this Agreement for a period <br />of three (3) years from the date of final payment to Consultant under this Agreement. <br />