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claims for personal injury, including death, and claims for property damage, which may arise <br />from the negligent operations of the Consultant, its subcontractors, agents, employees, or other <br />persons acting on its behalf which relates to the services described in section 1 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 terms 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 and costs for special counsel to be selected by the <br />City, regarding any action by a third party 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 Section 2782.8, the above indemnity shall be limited, to the extent required by <br />Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, <br />recklessness, or willful 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 infringement, including costs, contained in the work <br />product or documents provided by Consultant to the City pursuant to this Agreement. <br />0101ENORDIR&I <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 minimum 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 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 <br />that it shall not use or disclose such information except in the performance of this Agreement, <br />and further agrees to exercise the same 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 />Page 4 of 10 <br />