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hold 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 />furtheragrees 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 athird party
<br />challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
<br />to the extent Consultantservices are subject 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 willful misconduct of the Consultant.
<br />8.INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultantshalldefend and indemnify the City, its officers, agents, representatives, and
<br />letters patent, trademark, or copyright infringement, including costs, contained in the work product
<br />or documents provided by Consultanttothe City pursuant to this Agreement.
<br />9.RECORDS
<br />Consultantshallkeep records and invoices in connection with the work to be performed
<br />under this Agreement. Consultantshallmaintain 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 Consultantunderthis Agreement. All such records and
<br />invoices shall be clearly identifiable. Consultantshallallow 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. Consultantshallallow 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 paymenttoConsultant underthis Agreement.
<br />10.CONFIDENTIALITY
<br />If Consultantreceivesfrom the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Consultantagreesthat
<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 />hall 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 />Consultantdisclosedin a publicly available source; (c) is in rightful possession of the Consultant
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<br />City Council 10 – 9 10/1/2024
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