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subcontractors.
<br /> 10. Special Risks or Circunnstances: City reserves the right to modify these
<br /> requirements, including limits, based on the nature of the risk, prior experience,
<br /> insurer, coverage, or other special circumstances,
<br /> 7. INDEMNIFICATION
<br /> Consultant agrees to defend, and shall indemnity and hold harmless the City, its officers,
<br /> agents, employees, consultants, special counsel, and representatives from liability: (1) for personal
<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 negligent
<br /> operations of the Consultant or its Consultants, subcontractors, agents, employees, or other persons
<br /> acting on their behalf which relates to the services described in section l 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 or
<br /> equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this
<br /> Section or by reason of the terms of or effects, arising from this Agreement. The Consultant further
<br /> agrees to indemnify, hold harmless, and pay all casts for the defense of the City, including
<br /> reasonable fees and costs for special counsel to be selected by the City, regarding any action by a
<br /> third party challenging the validity of this Agrserietit, or asserting that personal injury,
<br /> damages, just compensation, restitution, judicial or equitable relief due to personal or property
<br /> rights arises by reason of the terms of, or effects arising from this Agreement. City may make all
<br /> reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the
<br /> foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above
<br /> indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise
<br /> of, pertain to, or relate to the negligence, recklessness,or willful misconduct of the Consultant.
<br /> 8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
<br /> representatives, and employees against any and all liability, including costs, and attorney's fees, for
<br /> infringement of any United States' letters patent, trademark, or copyright contained in the work
<br /> product 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 the
<br /> costs incurred under this Agreement and any services, expenditures, and disbursements charged to
<br /> the City for a minimum period of three(3) years, or for any longer period required by law, from the
<br /> date of final payment to Consultant under this Agreement, All such records and invoices shall be
<br /> clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and
<br /> make transcripts or copies of such records and any other documents created pursuant to this
<br /> Agreement during regular business hours. Consultant shall allow inspection of all work, data,
<br /> documents, proceedings, and activities related to this Agreement for a period of three(3)years from
<br /> the date of final payment to Consultant under this Agreement,
<br /> 5 �I
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