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8. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, contractors, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims for property damage, which may arise from the negligent operations
<br />of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which
<br />relates to the services described in section I of this Agreement; and (2) from any claim that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms
<br />of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all
<br />claims for damages, just compensation, restitution, 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 of, or
<br />effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and
<br />pay all costs for the defense of the City, including fees and costs for c* al counsel to be selected by the
<br />City, regarding any action by a third party challenging the valid �it, �Kis Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judic* quitable relief due to personal or
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<br />property rights arises by reason of the terms of, or effects ar' fro is Agreement. City may make
<br />all reasonable decisions with respect to its representation �* any legal eeding. Notwithstanding the
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<br />foregoing, to the extent Consultant's services are s t to ivil Co ection 2782.8, the above
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<br />indemnity shall be limited, to the extent required by C Section 2782.8, to claims that arise out
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<br />of, pertain to, or relate to the negligence, recklessness, or I misconduct of the Consultant.
<br />9. INTELLECTUAL PROPERTY IND
<br />Consultant shall defend and City, its officers, agents, representatives, and
<br />employees against any and all liab* mc ��Jngs, for infringement of any United States' letters
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<br />patent, trademark, or copyright i ding costs, contained in the work product or
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<br />documents provided by Consultant to ty pursuant to this Agreement.
<br />10. RECORDS
<br />Consultant shall ke cords d invoices in connection with the work to be performed under
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<br />this Agreement. ConsullatNnt aintain complete and accurate records with respect to the costs
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<br />incurred under this Agreement an /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 />11. 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
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