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indemnify the City for any work performed prior to approval of insurance by the
<br />City.
<br />7. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its
<br />officers, agents, employees, consultants, special counsel, and representatives from liability: (1)
<br />for 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 negligent operations of the Consultant or its Consultants,
<br />subcontractors, agents, employees, or other persons acting on their behalf which relates to
<br />the services described in Section 1 of this Agreement; and (2) from any claim that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of
<br />the terms of or effects arising from this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred to
<br />in this Section or by reason of the terms of, or effects, arising from this Agreement.
<br />The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense
<br />of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting
<br />that personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in
<br />any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services
<br />are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
<br />required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Consultant.
<br />Notwithstanding the above, for any claims for liability and/or damages filed by the Developer
<br />or Developer's successor in interest, as defined in Section 1 of Exhibit A to this Agreement, City shall
<br />indemnify, defend and hold harmless Consultant.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives,
<br />and employees against any and all liability, including costs, for infringement of any United
<br />States' letters patent, trademark, or copyright infringement, including costs, contained in the
<br />work product or documents provided by Consultant to 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 records
<br />with respect to the costs incurred under this Agreement and any services, expenditures,
<br />and 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
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