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6, INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, Including death, and claims for property damage, which may arise from the direct or Indirect
<br />operations of the Consultant or Its contractors, subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described In section 1 of this Agreement; and (2) from
<br />any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due
<br />by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief
<br />suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by
<br />reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to
<br />Indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for
<br />special counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from
<br />this Agreement. City may make all reasonable decisions with respect to Its representation In any legal
<br />proceeding.
<br />OWNERSHIP OF MATERIALS; WORK FOR HIRE
<br />Upon termination of this Agreement, Consultant shall transfer, assign and make available to the
<br />City, or its representatives, all property and materials in its possession or control belonging to the City
<br />and paid for by the City. In the event that the material which is the subject of this Agreement is
<br />copyrightable subject matter, Consultant and City agree the material shall be a work made for hire and
<br />the property of the City. In the event that the material which is the subject of this Agreement is not
<br />copyrightable subject matter, or for any reason is determined not to be a work made for hire, then and
<br />in such event Consultant hereby assigns all right, title and interest to said material to City.
<br />8. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed under
<br />this Agreement. Consultant shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City
<br />for a minimum period of three (3) years, or for any longer period required by law, from the date of final
<br />payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
<br />Consultant shall allow a representative of the City to examine, audit, and mall transcripts or copies of
<br />such records and any other documents created pursuant to this Agreement during regular business
<br />hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related
<br />to this Agreement for a period of three (3) years from the date of final payment to Consultant under this
<br />Agreement.
<br />9. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
<br />disclose such information except in the performance of this Agreement, and further agrees to exercise
<br />the same degree of care it uses to protect its own information of like importance, but in no event less
<br />than reasonable care. "Confidential Information" shall Include all nonpublic information, Confidential
<br />information includes not only written information, but also information transferred orally, visually,
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