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EXHIBIT 1
<br />negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
<br />acting on its behalf which, relates to the services described in section I of this Agreement; and (2)
<br />from any claim that personal i0uy, dainages,.just compensation, restitution, judicial .or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and.
<br />hold harmless agteetnnent applies to all claims for damages, just compensation, restitution, judicial
<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 ficom this Agreement. The Consultant
<br />farther agrees to indemn*, hold haintess, and pay all coats fbr the defense of the City, including
<br />fees and costs for special counsel to be selected by the City, regarding any aciien by -a thud party
<br />challenging the validity of this Agreement or asserting that personal Rklury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />reason of the 'terms of or effects arising from this Agreement. City may make all reasonable
<br />decisions withrespeot 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 2782.8, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misonduct 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 all liability., including costs, for infringement of any United States'
<br />letters patent, trademark, or copyright infringement, including costs, contained in, the work product
<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 work to be performed
<br />under this Agreement. Consultant shall. maintain complete and accurate records with respect to
<br />the costs incurred under this Agreement and any services, expenditures, and disbursementis
<br />charged to the City for a minimum period of three (3) years, or for any longer period required by
<br />law, from the date of final payment to Consultant under this Agreement. All such records and
<br />invoices shall be clearly identifiable. ConsulWA shall allow a representative of the City to
<br />examure, audit, and makc transeripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular 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 />(3) years from. the date of final payment to Consultant under this Agreement.
<br />10. CONFIDE, NTL4LLITY
<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 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 intbrxnation of like
<br />importance, but in no event less than reasonable care. "Confidential Information" shall include all
<br />nonpublic information. Confidential information includes not only written in£ortnation, but also
<br />information transferred orally, visually, electronically, or by other moans. Confidential
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