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from any claim that personal injury,damages,just compensation, restitution,judicial or equitable
<br /> relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
<br /> hold harmless agreement applies to all claims for damagesJust 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, joist
<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 tinder 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 clue to the nature of such
<br /> information is reasonably understood to be confidential find/or proprietaty, 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 slime degree of care it uses to protect its own information of like
<br /> importance,but in no event less thaii reasonable care. "Confidential Information"shrill 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:shrill not apply to any
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