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7. INDENINWICATION
<br />Consultant agrees to defend, and shall indemnify and hold haxmless 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 out of
<br />claims for personal injury, including death, and claims far property damage, which may arise
<br />from the negligent operations of the Consultant or its contractors, subcontractors, agents,
<br />employees, or oilier persons acting on their behalf which relates to the services described in
<br />section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the teras of or effects
<br />arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation:, restitution, judicial or equitable relief suffered, or alleged to
<br />have been suffered, by reason of the events referred to in this Section or by reason of the terms
<br />of, or effects, arising front this Agrocmmt The Consultant further agrees to indemnify, hold
<br />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
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief clue to personal or property rights arises by reason of the terms of, or
<br />effects arising, from this Agreement, City xray make all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent Cans hsat's
<br />services are subject to Civil Cotte §2782.8, the above indemnity shall be limited, to the extent
<br />mquired by Civil Code §2782.8, to claims that arise oto pertain to, or relate to the negligence,
<br />recklessness, or willful misconduct of the Consultant.
<br />S. LN'i'IGL LECTUAE PROPERTY INDEMNIFICATION
<br />Consultant drill defend, indemnify and hold harmless the City, its officers, agents,
<br />representatives, and employees agairst any and all liability, including costs, and attorney's fees,
<br />for infringement ofany 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 steep 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 ficial 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 copiers of such records and any other documents created
<br />pursuant to 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 of three
<br />(3) years from the date of final ,payment to Consultant under this Agreement,
<br />rage 4 o£8
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