|
liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising
<br />out of claims for personal injury, including death, and claims for property damage, which may arise from
<br />the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting
<br />on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim
<br />that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason
<br />of material breach of this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the material breach of this
<br />Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense
<br />of the City, including fees and costs for special counsel to be selected by the City, regarding any action
<br />by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of
<br />the terms of, or effects arising from the material breach of this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the
<br />extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited,
<br />to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Contractor. City agrees to reimburse Contractor for
<br />the costs of defense that Contractor incurs on the City's behalf to the extent that a trier of fact ultimately
<br />determines that Contractor is not liable for the loss.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees
<br />against any and all liability, including costs, for infringement of any United States' letters patent,
<br />trademark, or copyright infringement, including costs, contained in the work product or documents
<br />provided by Contractor to the City pursuant to this Agreement.
<br />9. RECORDS
<br />Contractor shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred
<br />under this Agreement and any services, expenditures, and disbursements charged to the City for a
<br />minimum period of three (3) years, or for any longer period required by law, from the date of final payment
<br />to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor
<br />shall allow a representative of the City to examine, audit, and make transcripts or copies of such records
<br />and any other documents created pursuant to this Agreement during regular business hours. Contractor
<br />shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement
<br />for a period of three (3) years from the date of final payment to Contractor under this Agreement.
<br />10. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or
<br />disclose such information except in the performance of this Agreement, and further agrees to exercise the
<br />same degree of care it uses to protect its own information of like importance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br />
|