|
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section l of this Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and . hold harmless agreement applies to all claims for damages, just oompt11l!lation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events refuted to in 1hls Section or by reason of the terms of, or effect.s, arising fi:0111 this Agreement. The Consultant further agrees to indemnify; hold hru:mless, and pay all costs for the defense of the City, inoludi1.1g fees and costs for special counsel to be selected by the City, regarding any E1ction by a third party , challenging the validity of this Agreement, or E1Ssertmg that personal injury, damages, just compensation, restitution, ju.clicial or equitable relief due to pers◊nal or property rights arises by reason of the terms oJ; or effects arising ftom this Agreement. City may lllllk.e all reason.able decisions with respect to its representation in a;nylegal proceeding. Notwithstanding the foregoing, to the extent Consultant's sexvices are suluect to Civil Code Section 2782.8, the above in,demnity shall be limited, to the extent required by Civil Code Seetion 2782.8, to claims that arise out of, permin to, or relate to the negligence, recklessness, or willful misC()llduct of the Consultant. 8.INTELLECTUAt. PROPERTY INDEMNIFICATIONConsultant shall defend and indemnify the City, its officers, agents, representatives, andemployees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or doOUiiJ.ents pmvided by Consultant to the City pursuant to this Agreement. !), RECORDS Consultant shall keep records and invoices in connection with the work. to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred 1111der thfa Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law,. from the date of final payment to Consultant undt11: this Agreement All such reoords and invoices shall be clearly identifiable. Consultant shall allow a representative of the City tc examine, audit, and make transllripts or copies of such records and any other documents created pursuant to tlns Agreement during regular business hours. Consultant shall allow inspection of all work, data, doc11tnents, proceedings, and activities related to this Agreement for a period of three {3) yoors from the date of final paymeutto Consultant under this Agreement. 10, CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose suoh information except in 1he performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own infbrmation of like importance, but in no event less than reasonable care. ''Confidential InfortnE1tion.'' shall include all nonpublic information. Confidential info1mation includes not only written informatio1.1, but also information transferred orally, visually, electronically, or by other means. Confidential Page 5 of!) #392648vl EXHIBIT 1
<br />
<br />
<br />City Council 24 – 8 6/4/2024
|