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7. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify, and hold harmless the City, its officers,
<br />agents, employees, Coll lraclors, special counsel, and representatives from liability: (1) for personal
<br />injury, damages, JLISI compensation, restitution, judicial or equitable reIiefarising out ol'Claims hn-
<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 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 h-ont this Agreerrrent. This indemnity and
<br />hold harmless agreement applies to all claims for daillageS, j nit compensation, restitution, judicial
<br />or equitable relief suttcred, or alleged to have been sutfered, by ieasotl ofthe events referred to in
<br />this Section or by reason of the terms of, or effects, arising front this Agreement. Tile Consultant
<br />furdierogre" to indemnify, hold harmless, and pay all costs for the del'ense of the City, including
<br />fees and costs for special axutscl to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agrecnhcnt, or asserting thin 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 Contractor's services are Subject to Civil Code Section 2782-8, the above indemnity
<br />shall be litnitcd, to the extent required by Civil Codc Scction 2782.8, to claitn� that arise out ol',
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
<br />8. IN'I'6:LLFCI'UAI. PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, incuding 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 />Consttllant Shall keep records and invoices in connection with the work to be performed
<br />Linder this Agreement. Consuhant Shall main Lain complete and aceLuaIC records with respect to
<br />the costs incurred tamer this Agreement and any services, cxpendiaues, and disbursements
<br />charged to the City for a minimum period of three (3) years, or for any longer period required b-y
<br />law, front the date of final payment to Consultant under this Agreement- All Such records and
<br />invoices shall lie clearly identifiable- Consultant shall allo'A a representative of the City to
<br />examine, audit, and make transcripts or eopieS ol'such records and any other documents created
<br />pursuant to this Agrecmait during, regularbusincss hours. ConSLIhalit shall allow inspection of all
<br />work, data, docunhcnts, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the d;ue of final payment to Consultant under this Agreement.
<br />City Council 18 — 7 71W €0241of9
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