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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 claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising
<br />from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason
<br />of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement.
<br />Company further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br />including fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of,
<br />or effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent Company'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 Company.
<br />11. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Company 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 Company to the City pursuant to this Agreement.
<br />12. RECORDS
<br />All financial records of Company shall be maintained in accordance with generally accepted
<br />accounting principles and auditing standards for government institutions. Company shall make available
<br />for examination and copying such financial books and financial records. City shall have the right to access
<br />and examine such financial books and financial records, without charge, during normal business hours.
<br />City shall further have the right to audit such financial books and financial records, to make transcripts
<br />therefrom and to inspect all program data, documents, proceedings, and activities.
<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 acceptance
<br />by City, or such longer period during which any legal proceeding with respect to the work may be pending.
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