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<br /> EXHIBIT 2
<br /> 6. INSURANCE
<br /> Insurance requirements are attached hereto as Exhibit C.
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<br /> 7. 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
<br /> personal injury, damages,just compensation,restitution,judicial or equitable relief arising out of
<br /> claims for personal injury, including death, and claims for property damage, which may arise
<br /> from the negligent operations of the Consultant, its subcontractors, agents, employees, or other
<br /> persons acting on its behalf which relates to the services described in section 1 of this ►
<br /> Agreement; and (2) from any claim that personal injury, damages,just compensation,restitution,
<br /> judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement,
<br /> This indemnity and hold harmless agreement applies to all claims for damages, just
<br /> compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br /> 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
<br /> costs for the defense of the City, including fees and costs for special counsel to be selected by the
<br /> City, regarding any action by a third party challenging the validity of this Agreement, or
<br /> asserting that personal injury, damages,just compensation, restitution,judicial or equitable relief
<br /> due to personal or property rights arises by reason of the terms of, or effects arising from this
<br /> Agreement. City.may make.all .reasonable decisions with respect to its representation in any
<br /> legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject
<br /> to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by
<br /> Civil Code Section 2782,8, to claims that arise out of, pertain to, or relate to the negligence,
<br /> recklessness, or willful misconduct of the Consultant.
<br /> S. INTELLECTUAL PROPERUY INDEMNIFICATION
<br /> Consultant shall defend and indemnify the City, its officers, agents,
<br /> representatives, and employees against any and all liability, including costs, for infringement of
<br /> any United States' letters patent, trademark, or copyright infringement, including costs,
<br /> contained in the work product or documents provided by Consultant to the City pursuant to this
<br /> Agreement.
<br /> 9. RECORDS
<br /> Consultant shall keep records and invoices in connection with the work to be performed
<br /> under this Agreernent. Consultant shall maintain complete and accurate records with respect to
<br /> the costs incurred under this Agreement and any services, expenditures, and disbursements
<br /> charged to the City for a minimum period of three(3) years, or for any longer period required by
<br /> law, from the date of final payment to Consultant under this Agreement. All such records and
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