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personal injury, damages,just compensation, restitution,judicial or equitable relief arising out of
<br /> claims for personal injury, including death, and claims for property damage, which may arise
<br /> from the negligent operations of the Consultant or its subconsultants, agents, employees, or other
<br /> persons acting on their behalf which relates to the services described in section 1 of this
<br /> Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,
<br /> judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br /> This indemnity and hold harmless agreement applies to all claims for damages, just
<br /> compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered,
<br /> by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br /> from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all
<br /> costs for the defense of the City, including fees and costs for special counsel to be selected by the
<br /> City, regarding any action by a third party challenging the validity of this Agreement, or
<br /> asserting that personal injury, damages,just compensation, restitution,judicial or equitable relief
<br /> due to personal or property rights arises by reason of the terms of, or effects arising from this
<br /> Agreement. City may make all reasonable decisions with respect to its representation in any
<br /> legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject
<br /> to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by
<br /> Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence,
<br /> 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
<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 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_ofsuch_records and anyother-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
<br /> that it shall not use or disclose such information except in the performance of this Agreement,
<br /> and further agrees to exercise the same degree of care it uses to protect its own information of
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