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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 injury, damages,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 agreement applies to all claims for damages,just compensation,restitution,judicial
<br /> or equitable relief suffered,oral leged 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 from this Agreement. 'The Consultant
<br /> further agrees to indemnify, hold harmless,and pay all costs for the defense of the City, including
<br /> fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br /> challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br /> compensation, restitttion,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 with respect 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 clairns that arise out of,
<br /> pertain to,or relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br /> 9. 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 casts,contained in the work product
<br /> or documents provided by Consultant to the City pursuant to this Agreement.
<br /> l U. RECORDS
<br /> Consultant shall keep .records and invoices in connection with,the work to be performed
<br /> tinder this Agreement. Consultant shall maintain complete and accurate records with respect to the
<br /> costs incurred antler this Agreement and any services,expenditUres,and disbursements charged to
<br /> the City for a minimum period of three (3) years, or for any longer period required by law, from
<br /> the date of final payment to Consultant under this Agreement. All such records and invoices shall
<br /> be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and
<br /> make transcripts or copies of such records and any other documents created pursuant to this
<br /> Agreement during regular business hours. Consultant shall allow inspection of all work, data,
<br /> documents, proceedings, and activities related to this .Agreement for a period of three (3) years
<br /> from the date of final payment to Consultant under this Agreement.
<br /> It. 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 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 irll'ormation 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 information, but also
<br /> information transferred orally, visually, electronically, or by other means. Confidential
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