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from any claim that personal injury,damages,just cotltpensation,restitution,judicial or equitable
<br /> relief is due by reason of the toms of or effect,;arising fatal this Agreement,`t'his indcnulily and
<br /> hold harmless agreorment applies to ail claims for damages,just compensation,restitution,judicial
<br /> or equitable relief suffer d,or alleged to have been suffered,by reason of line events reform,()to in
<br /> this Section or by Mason of the towns or,or effects,arishsg fixim this Agivonlenl. Tito Consultant
<br /> further agrees to indemnify,hold harmless,and pay all costs fur the defense of the City,including
<br /> fees and costs for special counsel to be selected by the City,r;gording any action by a third party
<br /> challenging the validity or this Agreillent, or nsscrling that personal injury, dmnages, just
<br /> compensation,restitution,judicial or equitable rolicl'duo to personal or property rights arises by
<br /> reason of file scans of, or effects arising tYoln this Agreement. City may make all reasonable
<br /> dLeNions with respect to its reprose»Iation ill ally legal proceeding.Notwithslanding the foregoing,
<br /> to the extent Contnnctor's services are subject to Civil Code Section 2792.8,Ilse above indemnity
<br /> shall be limited,to the extent required by Civil Code Sections 2782,8,to olaints that ariso out of,
<br /> pertain to,or relate to tho negligence,recklessness,or willful misconduot or the Conlraotor.
<br /> S. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Consultant shall defiKnd 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 /> ). 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,f3rom 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 perforrnance 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 Inforniation"shall include all
<br /> nonpublic iatfor4ation. Confidential infon nation includes not only written information,but also
<br /> information transf4rocl orally, visually, cleetronioally, or by other means. Confidential
<br /> infornlat.ion disclosed to either party by any subsidiary and/or agent of(lie other party is covered
<br /> by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
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