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<br />This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
<br />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
<br />proceeding. Contractor’s indemnification obligations in this section shall survive expiration of
<br />this Agreement.
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<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
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<br /> Contractor shall defend, indemnify, and hold harmless City, its officers, agents,
<br />representatives, and employees against any and all liability or losses, including costs and attorney’s
<br />fees, for infringement of any United States’ letters patent, trademark, or copyright, alleged or
<br />contained in the work product or documents provided or used by Contractor under this Agreement.
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<br />10. CONFORMITY WITH LAW AND SAFETY
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<br /> In performing any services under this Agreement, Contractor shall observe and comply
<br />with all applicable laws, ordinances, codes, and regulations of governmental agencies, including
<br />federal, state, municipal, and local governing bodies having jurisdiction over the scope of services,
<br />including all provisions of the California Occupational Safety and Health Act. Contractor shall
<br />indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and
<br />consequences from any of Contractor’s failures to comply with such laws, ordinances, codes, and
<br />regulations.
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<br />11. RECORDS
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<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
<br />the costs incurred under this Agreement and any services, expenditures, and disbursem ents
<br />charged to the City for a minimum period of three (3) years, or for any longer period required by
<br />law, from the date of final payment to Contractor under this Agreement. All such records and
<br />invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
<br />examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
<br />work, data, documents, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the date of final payment to Contractor under this Agreement.
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<br />12. CONFIDENTIALITY
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<br />If Contractor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
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