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Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br /> agents,employees, contractors, special counsel, and representatives from liability: (1) for personal
<br /> injury,damages,just compensation, restitution,judicial or equitable relief arising out of claims for
<br /> personal injury, including death, and claims for property damage, which may arise frorn the
<br /> negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
<br /> acting on its behalf which relates to the services described in section 1 of this Agreement, and (2)
<br /> from any claim that personal in 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 damages,jr rst 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 b}! reason of the terms of, or effects, arising frorn 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 COMLI[tan.fs 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 /> petlain to, or relate to the negligence, recklessness,or wil.tful misconduct of the; Consultant.
<br /> 8. INTELLECTUAL PROPE.WfY INDEMNIFICATION
<br /> Consultant shall defend and inden-atify the City, its officers, agents, representatives, and
<br /> employees against any and all liability, including costs, for infrisigernent of any United States'
<br /> letters patent,tradernark,or copyright infr.ingemont, including costs, contained in the work product
<br /> or documents provided by Consultant to the City pursuant to this A:grceme.nt.
<br /> 9. RECORDS
<br /> Consultant shall keep records and invoices in connection with the work to be perfonned
<br /> under this Agreement. Consultant shall ma.iritain complete: and accurate records with respect to
<br /> the costs incurred render this Agreement and any seiwices, 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 naake transcripts or copies of such records and any rather 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 /> (a)yearns 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, Consult-alit agrees that
<br /> it shall Pot use or disclose such information except in the pertormance of this Agreement, and
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