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negligent operations of the Consultant or its, subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section 1 of this Agreement; and
<br />(2) from any claim that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief is duc by reason of the terms of or effects arising from this Agreement. This
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement, The Consultant further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
<br />or property rights arises by reason of the terms of, or effects arising f-om 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 Services are subject to Civil Cade Section
<br />27818, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8,
<br />to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct
<br />of the Consultant.
<br />7. RECORDS
<br />Consultant shalt 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 snake 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 all
<br />work, data, documents, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the date of final payment to Consultant under this Agreement.
<br />81 CO.Nr[DGN71AlITY
<br />If Consultant receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
<br />it shall not use or disclose such information except In the performance of this Agreement, and
<br />further agrees to exercise the same degree of care it uses to protect its own information of like
<br />importance, but in no event less than reasonable care. "Confidential Information" shall include all
<br />nonpublic information, Confidential information includes not only written information, but also
<br />information transferred orally, visually, electronically, or by other means, Confidential
<br />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
<br />Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
<br />an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
<br />independently developed by the Consultant without reference to information disclosed by the City.
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