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Agreement by the Consultant or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in section 1 of
<br />this Agreement; and (2) from any claim that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief is due by reason of the terms of or effects arising
<br />from the negligent acts, omissions or willful misconduct of the Consultant in the
<br />performance of this Agreement. This indemnity and hold harmless agreement applies to
<br />all claims for damages, just compensation, restitution, judicial or equitable relief suffered
<br />by reason of the events referred to in this Section or by reason of the terms of, or effects,
<br />arising from the negligent acts, omissions or willful misconduct of the Consultant in the
<br />performance of this Agreement. The Consultant further agrees to indemnify, hold
<br />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 asserting
<br />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
<br />the negligent acts, omissions or willful misconduct of the Consultant in the performance of
<br />this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents,
<br />representatives; and employees against any and all liability, Including costs, for
<br />infringement of any United States' letters patent, trademark, or copyright infringement,
<br />including costs, contained in the work product or documents provided by Consultant to
<br />the City pursuant to this Agreement.
<br />9. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be
<br />performed under this Agreement. Consultant shall maintain complete and accurate
<br />records with respect to the costs incurred under this Agreement and any services,
<br />expenditures, and disbursements charged to the City for a minimum period of three (3)
<br />years, or for any longer period required by law, from the date of final payment to
<br />Consultant under this Agreement. All such records and invoices shall be clearly
<br />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
<br />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
<br />of three (3) years from the date of final payment to Consultant under this Agreement.
<br />10, 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
<br />agrees that it shall not use or disclose such information except in the performance of this
<br />Agreement, and further agrees to exercise the same degree of care it uses to protect its
<br />own information of like importance, but in no event less than reasonable care.
<br />"Confidential Information" shall include all nonpublic information. Confidential information
<br />includes not only written information, but also information transferred orally, visually,
<br />electronically, or by other means. Confidential information disclosed to either party by
<br />any subsidiary and/or agent of the other party is covered by this Agreement. The
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