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EXHIBIT 1
<br />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 C'ily, its of7icers,
<br />agents, employees, contractors, special counsel, and representatives from liability: (1) lorpersonal
<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, its subcontractors, agents, employees, or other persons
<br />acting on ils behalf which relates to the services described in section 1 of this Agreement; and (2)
<br />from airy 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 Agreemett. This indemnity and
<br />hold harmless agreement applies to all claims for damages, just compensation, restinrtion, judicial
<br />or equitable relief suffered, or alleged to have been suffered, by reason of ilie 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 indemnity, hold harmless, and pay all costs &n 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 ol', or elTects arising Isom this Ag eernent- City may make all reasonable
<br />dccisioos with respect to its representation in any legal proccctling. NotwitbAanding the furcgoing
<br />to the extent Contractor's services arc subject to Civil Code Section 2782.8, du above indemnity
<br />shall be limited, to the extent required by Civil Code Section 2782.8. to claim, that arise oul of-,
<br />pertain to, or relate to the negligence, recklessness, or m illful misconduct of the Contractor-
<br />S. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and
<br />employee., 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 performed
<br />under this Agreement. Consultant shall maintain complete and accurate records with respect to
<br />Tile, costs ino:urred under this Agreement and any services, expenditures, and disbursements
<br />charged to the City for a mininuun period of three (3) years, or for any longer period required by
<br />law, from the date of final payment to Consuhanl under this Agreement- All such records and
<br />invoices shall be clearly identifiable. Consultant shall allow it representative of the City to
<br />cxarrtinc, audit, and make transcripts or copies of such records and any other documents ciliated
<br />pursuant to ibis Agreement during regular business hours. Consultant shall allow inspection ofall
<br />work, data, documents, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the date of final payment to Consultant under tills Agreement.
<br />City Council 15 — 7 71W €0241 of 9
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