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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 terns of or effects arising from this Agreement, This indemnity and
<br />holdhainnless agreentient applies to all claims for danages,just
<br />compensation, restitufic>n, juSliciai
<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 frons this-Agreemcnt. The Consultant
<br />further agrees to indemnify, hold harmless, and pay ail costs for the defense of [tic 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 personalorproperty rights arises by
<br />reason of the terms of, or effects arising :Crum 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.$, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of 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 till liabili(y, 'including costs, for infringement of my United States'
<br />letters patent, trademark, or copyright infringement, including costs, contained in the workproduGt
<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 worse to be performed
<br />under this Agreement. Consultant shall maintain complete and accurate records with respect to
<br />the costs incurred birder this Agreement and any services, expenditures, and disbursements
<br />charged to the City for a r,nininnutt period of three(')) years, or for any longer period required by
<br />law, from the dote 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 />pursuanttp this Agreement during regnly 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 />(;) years from the date of final payment to Consultant under this Agreement.
<br />10. CONI+IDLNTIALITY
<br />If Consultant receives from the City information which due to the /nature of such
<br />infonnatiorn is reasonably understood to be confidential and/or proprietary, 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 same degree of care it uses to protect its own information of like
<br />importance, but iii no event less than reasonable care. "Confidential Information" shall include all
<br />nonpublic iin€orruation.. Con[idential information includes not only written information, but also
<br />information transferred orally, visually, electronically, to by other means. Confidential
<br />infotnnation disclosed to either party by any subsidiary and/or agent of the other party is covered
<br />by this Agreement The Coregoing obligations ot'non-use and nondisclosuree shAll not apply to any
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