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S. INDEMNIFICATION
<br /> Consultant 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,dainages,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 froth the
<br /> negligent operations of the Consultant, 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 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 Section or by reason of the terms of, or effects, arising from this A.91•cement. The Consultant
<br /> further agrees to indemnify, hold harmless,and pay all costs for 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 Agrecment, or asserting that personal injury, damages, jest
<br /> compensation, restitution,judicial or equitable relief dire to,personal or property rights arises by
<br /> reason of the terms of, or effects arising. from this Agreement. City may melee all reasonable
<br /> decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing,
<br /> to the extent Consultant'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 Consultant.
<br /> 9. INTELLECTUAL!PROPERTY INDEMNIFICATION
<br /> Consultant 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'
<br /> letters patent,trademark,or copyright infringement,including casts,contained its the wort{product
<br /> or documents provided by Consultant to the City pursuant to this Agreement,
<br /> 10. RIPCORDS
<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 /> the casts incurred under this Agreement and any services, expenditures, and disbursements
<br /> charged to the City for a minimum period of three(3)yearn, or for any longer period required by
<br /> law, from the date of final payment to Consultant under this Agreement. All such records and
<br /> invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
<br /> examine, audit, and snake transcripts or copies of such records and any other documents created
<br /> pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
<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 this Agreement.
<br /> 11. C:ONFIDENTI.A,LITY
<br /> If Consultant receives from the laity information which clue: to the nature of such
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