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10. INDEMNIFICATION
<br />Company agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, special counsel, and representatives from liability: (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />death, and claims for property damage, which may arise from the negligent operations of the Company,
<br />its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services
<br />described in Exhibit A of this Agreement; and (2) from any third party claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of a breach of the
<br />terms of this Agreement by the Company, its subcontractors, agents, employees, or other persons acting
<br />on its behalf. This indemnity and hold harmless agreement apply to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by
<br />reason of the events referred to in this Section.
<br />City may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent Company's services are subject to Civil Code Section
<br />2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to
<br />claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
<br />Company.
<br />11. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Company shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including costs, for infringement of any United States' letters
<br />patent, trademark, or copyright infringement, including costs, contained in the work product or
<br />docinnents provided by Company to the City pursuant to this Agreement.
<br />12. RECORDS
<br />All financial records of Company relating to this Agreement shall be maintained in accordance
<br />with generally accepted accounting principles and auditing standards for government institutions.
<br />Company shall make available for examination and copying such financial books and financial records.
<br />City shall have the right to access and examine such financial books and financial records, without
<br />charge, during normal business hours. City shall further have the right to audit such financial books and
<br />financial records, to make transcripts therefrom and to inspect all program data, documents, proceedings,
<br />and activities. City may exercise the audit and examination rights in this paragraph no more than once
<br />annually and in each case upon at least ten (10) days' prior written notice to Company.
<br />Company shall keep and maintain all such books and records separate and distinct from other
<br />records and accounts and shall maintain such books and records for at least seven (7) years after
<br />acceptance by City, or such longer period during which any legal proceeding with respect to the work
<br />may be pending.
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