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for personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in section I of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section or by reason of the terns of, or effects, arising
<br />from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all
<br />costs for the defense of the City, including fees aid costs for special counsel to be selected by the
<br />City, regarding any action by a third pasty challenging the validity of this Agreement, or
<br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />due to personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject
<br />to Civil Code §27818, the above indemnity shall be limited, to the extent required by Civil Code
<br />§2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Consultant.
<br />8. 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 irifringenient, including costs, contained in the work
<br />product or documents provided by Consultant to the City pursuant to this Agreement.
<br />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 disbursements
<br />charged to the City for a minimurn 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, Consultant shall allow a representative of the City to
<br />examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Consultant shall allow inspection of
<br />all work., data, documents, :proceedings, and activities related to this .Agreement for a period of
<br />three (3) years from the date of final payment to Consultant under this Agreement.
<br />10. CONFIDENTIALITY
<br />If Consultant received from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees
<br />that it shall not use or disclose such information except in the performance of this Agreement,
<br />and further agrees to exercise the sane degree of care it uses to protect its own information of
<br />like importance, but in no event less than reasonable care. "Confidential Information" shall
<br />include all nonpublic information. Confidential information includes not only written
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