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damages, just compensation, restitution, judicial or equitable relief arising oxit of claims for personal
<br />injury, including death, and clain"is for propeity damage, which may arise from the negligent operations
<br />of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalfwhich relates
<br />to the services desciibed in section l of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agreement. This inden'inity and hold harmless agreement applies to all cIaims for
<br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in tl"ffs Section or by reason of the texms of, or effects, arising
<br />from this Agreeinent. Tlie Contractor futther agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by tl'ie City, regarding any
<br />action by a tliird paity cliallenging the validity of this Agreement, or asserting tliat personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal orpropertyrights arises
<br />by rcason of the teims of, or effects arising from this Agreement. City may make all reasonable decisions
<br />with respect to its representation in any Iegal proceediiig. Notwithstanding the foregoing, to the extent
<br />Contractor's services are subject to Civil Code Section 2782.8, the above indeinnity shall be limited, to
<br />the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to tlie
<br />negligence, reclclessness, or willful misconduct of the Contractor.
<br />9.mTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractorshall defend and indemnify the City, its officers, agents, representatives, and employees
<br />against any and all liability, including costs, for infriiigement of any United States' letters patent,
<br />trademark, or copyright infringement, including costs, contained in the worlc product or documents
<br />provided by Contractor to the City pursuant to this Agreement.
<br />10.RF,CORDS
<br />Contractor shall keep records and invoices in connection with the worlc to be performed under this
<br />Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred
<br />under this Agreement and any services, expenditures, and disbursements charged to the City for a
<br />minimum period ofthree (3) years, or for any longer period required by law, from the date of final payment
<br />toContractorunderthisAgreement. Allsuchrecordsandinvoicesshallbeclearlyidentifiable. Contractor
<br />s]iall allow a representative of the City to exainine, audit, and n'iake transcripts or copies of such records
<br />and atiy otl'ier documents created pursuant to this Agreement during regular business hours. Contractor
<br />sl'iall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement
<br />for a period of three (3) years from the date of final payinent to Contractor under this Agreement.
<br />It CONFIDENTIALITY
<br />If Contractor receives from the City infoimation which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or
<br />disclose sucl'i information except in tlie performance of tlffs Agreement, and further agrees to exercise the
<br />same degree of care it uses to protect its own information of like importance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br />information includes not only written information, but also information transferred orally, visually,
<br />electronically, or by otlier means. Confidential information disclosed to either party by any subsidiary
<br />
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<br />City Council 20 – 195 4/15/2025
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