|
7. INDEMNIFICATION
<br />To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless
<br />City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and
<br />all claims (including, without limitation, claims for bodily injury, death or damage to property), demands,
<br />obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs
<br />and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind
<br />and nature whatsoever (individually, a claim; collectively, "claims"), to any work performed or services
<br />provided under this Agreement arising out of, relating to or pertaining to the negligence, recklessness or
<br />willful misconduct of Consultant, its principals, officers, agents, employees, vendors, suppliers,
<br />contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they
<br />may be liable for any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to
<br />require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence
<br />or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability
<br />regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation
<br />upon the amount of indemnification to be provided by the Consultant.
<br />S. 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' letters
<br />patent, trademark, or copyright infringement, including costs, contained in the work product or
<br />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 under
<br />this Agreement. Consultant shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City for
<br />a minimum period of three (3) years, or for any longer period required by law, from the date of final
<br />payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
<br />Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
<br />such records and any other documents created pursuant to this Agreement during regular business hours.
<br />Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this
<br />Agreement for a period of three (3) years from the date of final payment to Consultant under this
<br />Agreement.
<br />10. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
<br />disclose such information except in the performance of this Agreement, and further agrees to exercise
<br />the same degree of care it uses to protect its own information of like importance, but in no event less
<br />than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br />information includes not only written information, but also information transferred orally, visually,
<br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary
<br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
<br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
<br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in
<br />rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be
<br />Page 14
<br />
|