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<br />subcontractors, agents, employees, or other persons acting on their behalf which relates to the
<br />services described in section l of this Agreement: and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the
<br />terms of or effects arising from this Agreement. This indemnity and hold harmless agreement
<br />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 events referred to in this Section
<br />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 costs for the defense of the City, including
<br />fees and costs for special counsel to be selected by the City, regarding any action by a third
<br />party challenging the validity of this Agreement, or asserting that personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief due to personal or property rights
<br />arises by reason of the tetras of, or effects arising from this Agreement. City may make all
<br />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. the above indemnity shall be limited, to the extent required by Civil Code
<br />Section 2782.8, tc,rms that arise of, pertain to, or relate to the negligence, recklessness, or
<br />willful misconduct onsu I.
<br />as amended effective 11112018, , to the extent
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />reasonable
<br />Consultant shall defend, indemnify and hold hammless the City. itso r ers,+tgttrh.
<br />representatives, and employees against any and all liability, including costs, an ttorney'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 />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
<br />the costs incurred under this Agreement and any services-. expenditures, and disbursements
<br />charged to the City for a minimum peI iod 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.
<br />11. CONFIDENTIALITY
<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 />impoltance, but in no event less than reasonable care. "Confidential Information" shall include
<br />all nonpublic information. Confidential information includes not only written information, but
<br />also 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 pa lty is covered
<br />APPENDIX C. STANDARD AGREEMENT
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