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or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br />may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code
<br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
<br />2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Consultant.
<br />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 Goverment 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.
<br />The state, State Auditor, City, FHWA, or any duly authorized representative of the Federal
<br />Government shall have access to any books, records, and documents of Consultant and its certified
<br />public accountants work papers that are pertinent to the contract and indirect cost rates (ICR) for
<br />audit, examinations, excerpts, and transactions, and copies thereof shall be furnished 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 />City's Executive Director of Finance.
<br />b. Not later than 30 days after issuance of the final audit report, Consultant may
<br />request a review by City's Executive Director of Finance ofunresolved audit issues.
<br />The request for review will be submitted in writing.
<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
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