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10. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents, <br />representatives, and employees against any and all liability, including costs, and attorney's fees, <br />for infringement of any United States' letters patent, trademark, or copyright contained in the work <br />product or documents provided by Consultant to the City pursuant to this Agreement. <br />11. RETENTION OF RECORDS/AUDIT <br />For the purpose of determining compliance with Public Contract Code 10115, et seq. and <br />Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable, and <br />other matters connected with the performance of this Agreement, pursuant to Government Code <br />8546.7, Consultant, subconsultants, and City shall maintain and make available for inspection all <br />books, documents, papers, accounting records, and other evidence pertaining to the performance <br />of the Agreement, including but not limited to, the costs of administering the Agreement. All <br />parties shall make such materials available at their respective offices at all reasonable times during <br />the Agreement period and for three years from the date of final payment under the Agreement. The <br />state, State Auditor, City, FHWA, or any duly authorized representative of the Federal Government <br />shall have access to any books, records, and documents of Consultant and its certified public <br />accountants work papers that are pertinent to the contract and indirect cost rates (ICR) for audit, <br />examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished <br />if requested. <br />12. AUDIT REVIEW PROCEDURES <br />a. Any dispute concerning a question of fact arising under an interim or post audit of <br />this Agreement that is not disposed of by mutual agreement shall be reviewed by <br />the City. <br />b. Not later than 30 days after issuance of the final audit report, Consultant may <br />request a review by the City of unresolved audit issues. The request for review will <br />be submitted in writing, submitted to the project manager of RFP. <br />C. Neither the pendency of a dispute nor its consideration by City will excuse <br />Consultant from full and timely performance in accordance with the terms of this <br />Agreement. <br />13. 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 that <br />it shall not use or disclose such information except in the performance of this Agreement, and <br />further agrees to exercise the same degree of care it uses to protect its own information of like <br />importance, but in no event less than reasonable care. "Confidential Information" shall include all <br />nonpublic information. Confidential information includes not only written information, but also <br />Page 9 of 19 <br />