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services described in section 1 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 terms
<br /> of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to
<br /> all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br /> alleged to have been suffered, by reason of the events referred to in this Section or by reason of
<br /> the terms of, or effects, arising from this Agreement. City may make all reasonable decisions with
<br /> respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent
<br /> Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be
<br /> limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or
<br /> relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br /> 9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
<br /> representatives, and employees against any and all liability, including costs, and attorney's fees,
<br /> for infringement of any United States' letters patent,trademark,or copyright contained in the work
<br /> 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 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 /> 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 /> 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 /> without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e)
<br /> is independently developed by the Consultant without reference to information disclosed by the
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