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Contractor agrees to defend, and shall indemnify and hold harmless the City, its City Council,
<br /> officers, officials, agents, employees, contractors, special counsel, volunteers, and representatives from
<br /> liability: (1)for 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 may arise from
<br /> the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting
<br /> on its behalf which relates to the services described in section I of this Agreement; and(2) from any claim
<br /> that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason
<br /> of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement
<br /> applies to all claims for damages,just compensation, restitution, judicial or equitable relief suffered, or
<br /> alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms
<br /> 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
<br /> the City, regarding any covered action. City may make all reasonable decisions with respect to its
<br /> representation in any legal proceeding.Notwithstanding the foregoing, to the extent Contractor's services
<br /> 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,
<br /> or willful misconduct of the Contractor.
<br /> 9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Contractor shall defend and indemnify the City, its officers, agents,representatives, and employees
<br /> against any and all liability, including costs, for infringement of any United States' letters patent,
<br /> trademark, or copyright infringement, including costs, contained in the work product or documents
<br /> provided by Contractor to the City 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
<br /> under this Agreement and any services, expenditures, and disbursements charged to the City for a
<br /> minimum period of three(3)years,or for any longer period required by law, from the date of final payment
<br /> to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor
<br /> shall allow a representative of the City to examine, audit, and make transcripts or copies of such records
<br /> and any other documents created pursuant to this Agreement during regular business hours. Contractor
<br /> shall 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 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
<br /> reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or
<br /> disclose such information except in the performance of this 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 other means. Confidential information disclosed to either party by any subsidiary
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