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indemnify the City for any work performed prior to approval of insurance by the
<br />City,
<br />7. INDEMNIFfCAI'ION
<br />Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives froin liability: (1) for
<br />personal injury, damages, just compensation,, restitution, judicial or equitable relief arising out of
<br />claims for personal itijuty, including death, and claims for property damage, which may arise
<br />from the negligent operations of the Contractor or its contractors, subcontractors, agents,
<br />employees, or other 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 terms of or effects
<br />arising from this Agreement. This indemnity and hold harmless agreeinent 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 from this Agreement. The Contractor further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special
<br />cotuzsel 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 due to personal or property rights arises by reason of the tortes of, or
<br />effects arising from this Agreement. City may mare all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's
<br />services are subject to Civil Code Section 2782.8, the above indemnity shall be, limited., to the
<br />extent required by Civil Code Section 2782.8, to claims that arise of, pertain, to, or relate to the
<br />negligence, recklessness, or willful r-nisconduct of the Contractor,
<br />S. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractor shall defend, indemnify and hold harmless the City, its offcers, agents,
<br />representatives, and employees against any and all liability, including costs, and atiormey's fees,
<br />for infringement of any United States' letters patent, trademark, or copyright contained in the work
<br />product or documents provided. by Contractor to the City pursuant to this Agreement.
<br />9. RECORDS
<br />Contractor shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Contractor ,shall maintain complete and accurate records with respect to
<br />the costs incurred tinder this Agreement and any services, expenditures, and disbursements
<br />charged to the City for a initumum period of three (3) years, or for any longer period required by
<br />law, from the date of final payment to Contractor under this Agreement. All such records and
<br />invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
<br />examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Contractor 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 filial payment to Contractor under this Agreement.
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