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the right to receive compensation and agrees to indemnify the City for any work,performed
<br />prior to approval of insurance by the City;
<br />8, INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, contractors, special counsel:, and representatives :From liability: (I) for personal injury,
<br />damages, ,just compensation, restitution, judicial_ or equitable relief arising out of ulatrns for personal
<br />injury, including death, and claims for property damage, which may arise from the negligent operations
<br />of the Consultant, its subcontractors, agents; employees, or ot1wrpersons acting on its behalfwbich relates
<br />to the services described in section 1 of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for
<br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suf%red, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Consultant further agrees to indemnify; hold harmless, and pay'all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a, third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal orpropertyrights arises
<br />by reason of the terms of, or effects arising from this Agreement. City maymake all reasonable decisions
<br />with ;respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to
<br />the extent Toquired 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 />9. INTELLECT JAI. PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City; its officers;, agents, representatives, and erployees
<br />against any, and all liability, including costs, lbr infringement of any united States' letters patent,
<br />trademark, or copyright_ inffingerrient, including costs, contained in the work product or documents
<br />provided by Consultant to the City persuant to this Agreement.
<br />10. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed under this
<br />Agreement:_ Consultant shall maintain complete and •accurate records with respect to the costs incurred
<br />under- this Agreement and any services, expenditures, and disbursements charged to the City for a
<br />mitunrrmr period of three (3) years, or for any longer period required bylaw, from the date of final payment
<br />to Consultant under this Agreement, All such records and invoices shall be clearly identifiable.
<br />Consultant shall allow a representative of the City to examine; audit, and make transcripts or copies of
<br />such records and 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 related to this
<br />Agrecxttent for a period of three (3) years from the date of final payment to Consultant tinder this
<br />Agreement.
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