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8. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, and its officers and
<br />employees from liability: (1) for personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief arising out of claims for personal injury, including death, and claims for property damage,
<br />which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees,
<br />or other persons acting on its behalf which relates to the services described in section 1 of this Agreement;
<br />and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief is due by reason of any breach of the terms of this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief
<br />suffered, or alleged to have been suffered, by reason of the negligent acts referred to in this Section or by
<br />reason of the breach of the terms of this Agreement. The Consultant further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be
<br />selected by the 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 due to
<br />personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br />may 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 Section
<br />2782.8, the above indemnity and defense obligation shall be limited to the extent provided by Civil Code
<br />Section 2782.8, and to claims that arise out of, pertain to, or relate to the negligence, recklessness, or
<br />willful misconduct of the Consultant.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees
<br />against any and all liability, including costs, for infringement of any United States' letters patent,
<br />trademark, or copyright infringement, including costs, contained in the work product or documents
<br />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 under this
<br />Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred
<br />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.
<br />Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
<br />such records and any other documents created pursuant to this Agreement during regular business hours.
<br />Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this
<br />Agreement for a period of three (3) years from the date of final payment to Consultant under this
<br />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
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