|
EXHIBIT 1 •
<br /> 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 /> further agrees 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 a third 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 Consultant's services 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 /> Consultant shall defend and indemnify 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 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 fmal 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 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 /> Page 5 of 9
<br /> #426795v1
<br />
|