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defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br /> 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 out 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 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 Contractor to the City pursuant to this Agreement.
<br /> 10. CONFORMITY WITH LAW AND SAFETY
<br /> In performing any services under this Agreement, Contractor shall observe and comply with all
<br /> applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state,
<br /> municipal, and local governing bodies having jurisdiction over the scope of services, including all
<br /> provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and
<br /> hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's
<br /> failures to comply with such laws, ordinances, codes, and regulations.
<br /> 11. RECORDS
<br /> Contractor shall keep records and invoices in connection with the work to be performed under this
<br /> Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred
<br /> under this Agreement and any services, expenditures, and disbursements charged to the City for a
<br /> minimum period of three(3)years,or for any longer period required by law, from the date of final payment
<br /> to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor
<br /> shall allow a representative of the City to examine, audit, and make transcripts or copies of such records
<br /> and any other documents created pursuant to this Agreement during regular business hours. Contractor
<br /> shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement
<br /> for a period of three(3)years from the date of final payment to Contractor under this Agreement.
<br /> 12. CONFIDENTIALITY
<br /> If Contractor receives from the City information which due to the nature of such information is
<br /> reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or
<br /> disclose such information except in the performance of this Agreement, and further agrees to exercise the
<br /> same degree of care it uses to protect its own information of like importance, but in no event less than
<br /> reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br /> information includes not only written information, but also information transferred orally, visually,
<br /> electronically, or by other means. Confidential information disclosed to either party by any subsidiary
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