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fCJ MNS <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 <br />