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negligent operations of the Consultant, Its subcontractors, agents, employees, or other persons
<br /> acting on its behalf which relates to the services described in section 1 otitis Agreement;and(2)
<br /> from any claim that personal may, damages,just compensation,restitution,judioial or equitable
<br /> relief is due by reason of the terms of or effects arising from this Agreement.This indemnity and
<br /> bold harmless agreement applies to all claims for damages,just compensation,restitution,Judicial
<br /> or equitable relief suffered,or alleged to have been suffered,by reason of the events referred to in
<br /> this Section or by reason of the terms of,or effects,arising from this Agreement The Consultant
<br /> further agrees to indemnify,hold harmless,and pay all coats tit 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 party
<br /> challenging. the 'validity of this Agreement, of asserting that personal itijruy, damages, Just
<br /> compensation,restitution,judicial or equitable'relief due to personal or property rights arises by
<br /> reason of the terms ei; or effects arising from tbia Agreement. City may make all reasonable
<br /> decisions with respeotto its representation in any legal proceeding.Notwithstanding the foregoing,
<br /> to the extent Consultant's services are sullied to Civil Code Section 2782.8,the above indemnity
<br /> shall be limited,to the extent required by Civil Code Section 2782.8,to claims that arise out of,
<br /> pertain to,or relate to the negligence,recklessness,or wind misconduct of the Consultant.
<br /> 8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Consultant shall defend and indemmify the City, its officers,agents,representatives, and
<br /> employees against any and all liability. including costs,for infringement of any United States'
<br /> letters patent,trademark,or copyright infringement,including costs,contained In the work product
<br /> or documents provided by Consultant to the City pursuant to this Agreement.
<br /> 9. RECORDS
<br /> Consultant shall keep records and Invoices in connection with the work to be pertbrmed
<br /> under this Agreement. Consultant shall maintain Complete and amulets reoords with respect to
<br /> the costs incurred under ibis 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 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 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 /> 10. 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 suoh information except in the performance of this Agreement, and
<br /> Farther agrees to oxereise the same degree of care ft uses to protect its own information of lib
<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
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