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and claims for property damage, which may arise from the negligent operations of the Contractor, its
<br />subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in
<br />section 1 of this 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. This indemnity
<br />and hold harmless agreement applies to all claims for damages,just compensation, restitution, judicial or equitable
<br />relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of
<br />the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless,
<br />and pay all 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 asserting that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises
<br />by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with
<br />respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's
<br />services are subject 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, recklessness, or
<br />willful misconduct of the Contractor.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against
<br />any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright
<br />infringement, including costs, contained in the work product or documents provided by Contractor to the City
<br />pursuant to this Agreement.
<br />10. RECORDS
<br />Contractor shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this
<br />Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three
<br />(3) years, or for any longer period required by law, from the date of final payment to Contractor under this
<br />Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of
<br />the City to examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data,
<br />documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of
<br />final payment to Contractor under this Agreement.
<br />11. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information is reasonably
<br />understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such
<br />information except in the performance of this Agreement, and further agrees to exercise the same degree of care
<br />it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential
<br />Information" shall include all nonpublic information. Confidential information includes not only written
<br />information, but also information transferred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either party by any subsidiary and/or agent of the other party is covered by this
<br />Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a)
<br />has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly
<br />available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is
<br />required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference
<br />to information disclosed by the City.
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