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7. INDEMNIFICATION
<br />Consultant agrees to defend. and shall indcmnify and hold harunlCss the City. its 017iccrs,
<br />apcuts, empIuyeCs, contlactoIS, special Coil rIse I, and representatives tronn liability (I) fur personal
<br />injury, damages, just compensation, restitution, judicial orequitable reliel arising out ofclainns for
<br />personal injury, including death, and claims lirr property damage, which may arise from the
<br />negligent operations of the Contractor, its subcono-actors, agents, crnployces, 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 Maim 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 />hold 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 Seuion or by reason of the terms of, or effects, arising tinm this Agreement. The Consultant
<br />htrther agrees to indcmnify, hold harmless, and pay all costs for the defense of the City, including
<br />fees and cosls for special countiel to be selected by the City, regarding any action by a Lhird parly
<br />challenging thee validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief duc to personal or property rights arises by
<br />reason of file terms of, or effects arising front this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithst carding the foregoing,
<br />to the extent Contractor's services are subject to Civil Code Section 2782-5, the above indenmity
<br />shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of',
<br />pertain w, o relate to the negligence, recklessness, or willful miscuuduct of the Contractor.
<br />S. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indcmnify the City, its officers, agents, rcprescntatives, and
<br />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 Agreennent-
<br />9. RFCORDS
<br />Consultant shall keep records and invoices in connection with the work to be perfornncd
<br />under this Agreennenl_ Consultanl shall maintain complete and accumale records with respecl to
<br />the costs incurred under this Agreement and any services, expenditures, and eh5butisC1n1e111s
<br />charged to the. City for a rninimlun period of three (3) years, of for any longer period required by
<br />law, front the date of final payment to Consultant under this Agreement. All such records and
<br />invoices shall he Clearly identifiable- Consultant shall allow a representative of the City to
<br />examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreerent during regularbusiness hours- Consultant shall allow inspection of all
<br />work, data. documents, proceedings, and activities related to this Agreement for a period of thrcc
<br />(3) years from the date of final paynnent to Consultant under this Agrcenncnt.
<br />City Council 18 — 25 7/W,,,20241 of 8
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