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injury, including death, and claims for property damage, which may arise from the negligent operations
<br /> of the Consultant or its subcontractors, agents, employees, or other persons acting on their behalf which
<br /> relates to the services described in section 1 of this Agreement; and (2) from any claim that personal
<br /> injury, 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 all
<br /> claims for damages,just compensation, restitution,judicial or equitable relief suffered, or alleged to have
<br /> been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects,
<br /> arising from this Agreement. The Consultant further agrees to indemnify,hold harmless, and pay all costs
<br /> for the defense of the City, including fees and costs for special counsel to be selected by the City,regarding
<br /> any action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br /> damages,just compensation,restitution,judicial or equitable relief due to personal or property rights arises
<br /> by reason of the terms of,or effects arising from this Agreement. City may make all reasonable decisions
<br /> with 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 limited, to
<br /> the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the
<br /> 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,representatives,
<br /> and employees against any and all liability, including costs, and attorney's fees, for infringement of any
<br /> United States' letters patent,trademark,or copyright contained in the work product or documents provided
<br /> 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 the costs
<br /> incurred under this Agreement and any services, expenditures, and disbursements charged to the City for
<br /> a minimum period of three (3) years, or for any longer period required by law, from the date of final
<br /> payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
<br /> Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
<br /> such records and any other documents created pursuant to this Agreement during regular business hours.
<br /> Consultant shall allow inspection of all work, data, documents,proceedings, and activities related to this
<br /> Agreement for a period of three (3) years from the date of final payment to Consultant under this
<br /> Agreement.
<br /> 11. CONFIDENTIALITY
<br /> If Consultant receives from the City information which due to the nature of such information is
<br /> reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
<br /> disclose such information except in the performance of this Agreement, and further agrees to exercise the
<br /> same degree of care it uses to protect its own information of like importance, but in no event less than
<br /> reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br /> information includes not only written information, but also information transferred orally, visually,
<br /> electronically, or by other means. Confidential information disclosed to either party by any subsidiary
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