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direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
<br />employees, or other persons acting on their behalf which relates to the services described in
<br />section I of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial. or equitable relief is due by reason of the terms of or effects
<br />arising from this Agreement. This indemnity and hold harmless agreement .applies to all claims
<br />for damages, just compensation, restitutions, judicial or equitable relief suffered, or alleged to
<br />have been suffered, by reason of the events referred to in this Section or by reason of the terms
<br />of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special
<br />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,
<br />judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br />effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be
<br />limited, to the extent required by Civil Code Section 2782,$, to claims that arise out of, pertain
<br />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,
<br />representatives, and employees against any and all liability, including costs, for infringement of
<br />any United States' letters patent, :trademark, or copyright infringement, including costs,
<br />contained in the work product or documents provided by Consultant to the City pursuant to this
<br />Agreement.
<br />RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be
<br />performed under this Agreement, Consultant shall maintain complete and accurate records with
<br />respect to the costs incurred under this Agreement and any services, expenditures, and
<br />disbursements charged to the City for a minimum period of three (3) years, or for any longer
<br />period required by law, from the date of final payment to Consultant under this Agreement, All
<br />such records and invoices shall be clearly identifiable. Consultant shall allow a representative of
<br />the City to examine, audit, and make transcripts or copies of such records and any other
<br />documents created pursuant to this Agreement during regular business hours, Consultant shall
<br />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
<br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees
<br />that it shall not use or disclose such information except in the perforrnanco of this Agrreernent,
<br />and further agrees to exercise the same degree of care it uses to protect its own information of
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