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9. Subcontractors: Contractor shall require and verify that all subcontractors maintain <br />insurance meeting all the requirements stated herein, and Contractor shall ensure that <br />City is an additional insured on insurance required from subcontractors. <br />10, Special Risks or Circumstances: City reserves the right to modify these requirements, <br />including limits, based on the nature of therisk, prior experience, insurer, coverage, or <br />other special circumstances. <br />8. INDEMNIFICATION <br />Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, <br />employees, contractors, special counsel, and representatives from liability: (1) for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal <br />injury, including death, and claims for property damage, which may arise from the negligent operations <br />of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which <br />relates to the services described in section 1 of this Agreement; and (2) from any claim that personal <br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms <br />of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all <br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have <br />been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, <br />arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs <br />for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding <br />any action by a third party challenging the validity of this Agreement, or asserting that personal injury, <br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises <br />by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions <br />with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent <br />Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to <br />the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the <br />negligence, recklessness, or willful misconduct of the Contractor. <br />9. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, <br />and employees against any and all liability, including costs, and attorney's fees, for infringement of any <br />United States' letters patent, trademark, or copyright contained in the work product or documents provided <br />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 <br />under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs <br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City for <br />a minimum period of three (3) years, or for any longer period required by law, from the date of final <br />payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. <br />Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of <br />such records and any other documents created pursuant to this Agreement during regular business hours. <br />Page 5 of 9 <br />