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7. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, Its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising
<br />out of claims for personal injury, including death, and claims for property damage, which
<br />may arise from the direct or indirect operations of the Consultant or its contractors,
<br />subcontractors, agents, employees, or other persons acting on their behalf which relates
<br />to the services described in section 1 of this Agreement; and (2) from any claim that
<br />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
<br />harmless agreement applies to all claims for damages, just compensation, restitution,
<br />judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs
<br />for the defense of the City, including fees and costs for special counsel to be selected by
<br />the City, regarding any action by a third party challenging the validity of this Agreement,
<br />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
<br />effects arising from this Agreement. City may make all reasonable decisions with respect
<br />to its 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 />75A-12
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