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7. INDEMNIFICATION
<br />Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, Contractors, special counsel, and representatives from liability: (1) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations of the Contractor or its Contractors, subcontractors, agents, employees, or other
<br />persons acting on their behalf which relates to the services described in section 1 of this Agreement;
<br />and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief is due by reason of the terms of or effects arising from this Agreement. This
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, 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 Agreement.
<br />The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the
<br />City, including fees and costs for special counsel to be selected by the City, regarding any action by
<br />a third party challenging the validity of this Agreement, or asserting that personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief due to personal or property rights arises
<br />by 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 Contractor'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 Contractor.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractor shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including costs, for infringement of any United States' letters
<br />patent, trademark, or copyright infringement, including costs, contained in the work product of
<br />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 the
<br />costs incurred under this Agreement and any services, expenditures, and disbursements charged to
<br />the City for a minimum period of three (3) years, or for any longer period required by law, from the
<br />date of final payment to Contractor under this Agreement. All such records and invoices shall be
<br />clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make
<br />transcripts or copies of such records and any other documents created pursuant to this Agreement
<br />during regular business hours. Contractor shall allow inspection of all work, data, documents,
<br />proceedings, and activities related to this Agreement for a period of three (3) years from the date of
<br />final payment to Contractor under this Agreement.
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