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just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />death, and claims for property damage, which may arise from the negligent operations of the Consultant or
<br />its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services
<br />described in section I of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from
<br />this Agreement. This indemnity and hold hannless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of
<br />the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement.
<br />The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br />including 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 Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br />effects arising from this Agreement. City may make all reasonable decisions with respect to its representation
<br />in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to
<br />Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
<br />2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of
<br />the Consultant,
<br />9. 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, traiemark, or copyright contained in the work product or
<br />documents provided by Consultant to the City pursuant to this Agreement.
<br />10. 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 costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a
<br />minimum period of three (3) years, or for any longer period required by law, from the date of final payment
<br />to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant
<br />shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and
<br />any other documents created pursuant to this Agreement during regular business hours. Consultant shall
<br />allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a
<br />period of three (3) years from the date of final payment to Consultant under this Agreement,
<br />11. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose
<br />such information except in the performance of this Agreement, and further agrees to exercise the same degree
<br />of care it uses to protect its own information of like importance, but in no event less than reasonable care.
<br />"Confidential Information" shall include all nonpublic information. Confidential information includes not
<br />only written information, but also information transferred orally, visually, electronically, or by other means.
<br />Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered
<br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
<br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant
<br />disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation
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