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INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, 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 or its subconsultants, agents, employees, or other
<br />persons acting on their 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 reasonable fees and costs for special counsel to be
<br />selected by the Consultant, with input from and in consultation with the City, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or
<br />property rights arises by reason of the terms of, or effects arising from this Agreement. City may
<br />make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent Consultant 's services are subject to Civil Code
<br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code
<br />Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or
<br />willful misconduct of the Consultant.
<br />S. - 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,
<br />for infringement of any United States' letters patent, trademark, or copyright contained in the
<br />work product or documents provided by Consultant to the City pursuant to this Agreement.
<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 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
<br />invoices shall be 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 Agreement during regular business hours. Consultant shall allow inspection of
<br />all work, data, documents, proceedings, and activities related to this Agreement for a period of
<br />three (3) years from the date of final payment to Consultant under this Agreement.
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