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Consultant's negligence, recklessness, or willful misconduct. The Consultant further agrees to
<br /> indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs
<br /> for special counsel only to the extent such defense is required under applicable law and directly
<br /> arises out of Consultant's negligent,reckless,or willful acts in the performance of this Agreement,
<br /> and subject to Consultant's consent to counsel selection,which shall not be unreasonably withheld,
<br /> regarding any action by a third party challenging the validity of this Agreement, provided such
<br /> claims arise directly from the Consultant's negligent performance of its services. Consultant shall
<br /> not be responsible for indemnifying or defending the City against claims unrelated to its
<br /> performance or within the City's sole control. City may make all reasonable decisions with respect
<br /> to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br /> Contractor'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 out of,pertain to,
<br /> 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 final 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
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