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injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, to the extent arising from the
<br />negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
<br />acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
<br />from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
<br />bold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
<br />or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
<br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br />fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />reason 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 foregoing,
<br />to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
<br />shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br />Notwithstanding anything to the contrary, it is expressly understood that Consultant shall not be
<br />obligated to pay defense costs in any matter where there has been a final determination or other
<br />finding that Consultant was not negligent or otherwise at fault. In the case of Consultant's partial
<br />negligence, Consultant's obligation to pay defense costs shall be in proportion to the final
<br />determination or finding of Consultant's comparative fault.
<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 States'
<br />letters patent, trademark, or copyright infringement, including costs, contained in the work product
<br />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, and
<br />disbursements charged to the CITY for a minimum period of three (3) years, or for any longer
<br />period required by law, from the date of final payment to CONSULTANT under this Agreement.
<br />All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a
<br />representative of the CITY to examine, audit, and make transcripts or copies of such records and
<br />any other documents created pursuant to this Agreement during regular business hours.
<br />CONSULTANT shall allow inspection of all work, data, documents, proceedings, and activities
<br />related to this Agreement for a period of three (3) years from the date of final payment to
<br />CONSUL'T'ANT under this Agreement.
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