|
from any claim that personal injury, damages,just compensation, restitution,judicial or equitable
<br /> relief is due by reason of Consultant's breach of this Agreement.This indemnity and hold harmless
<br /> agreement applies to all claims for damages,just compensation, restitution,judicial or equitable
<br /> relief suffered,or alleged to have been suffered,by reason of the events referred to in this Section.
<br /> The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the
<br /> City, including fees and costs for special counsel to be selected by the City, regarding any covered
<br /> action set forth above. . City may make all reasonable decisions with respect to its representation
<br /> in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are
<br /> subject to Civil Code Section 2782.8, the above indemnity shall be limited,to the extent required
<br /> by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
<br /> 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
<br /> Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
<br /> without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e)
<br /> Page 5 of 9
<br /> ##204878lv4
<br />
|