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reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to
<br />indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for
<br />special counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from
<br />this Agreement. City may make all reasonable decisions with respect to its representation in any legal
<br />proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code
<br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
<br />2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Consultant. This Section will survive termination and completion of the Agreement.
<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' 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. This Section will survive
<br />termination and completion of the 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
<br />for 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
<br />hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related
<br />to this Agreement for a period of three (3) years from the date of final payment to Consultant under this
<br />Agreement, This Section will survive termination and completion of the 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 />disclosed by operation of law; or (e) is independently developed by the Consultant without reference to
<br />information disclosed by the City.
<br />11, CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
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