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City reserves the right to modify these requirements, including limits, based on the nature of the
<br /> risk, prior experience, insurer, coverage, or other circumstances.
<br /> 8. INDEMNIFICATION
<br /> Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br /> agents, employees, contractors, special counsel, and representatives from third-party claims for
<br /> personal injury, including death, and third-party claims for property damage, to t h e
<br /> extent arising from the negligent operations of the Contractor, its subcontractors, agents,
<br /> employees, or other persons acting on its behalf, in the performance by Contractor of the services
<br /> described in section 1 of this Agreement. City may make all reasonable decisions with respect to
<br /> its representation in any legal proceeding.Notwithstanding the foregoing, to the extent Contractor's
<br /> services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the
<br /> extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to
<br /> the 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
<br /> employees against any and all liability, including costs, for infringement of any United States'
<br /> letters patent, trademark,or copyright infringement, including costs, contained in the work product
<br /> or documents provided 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
<br /> costs incurred under this Agreement and any services, expenditures, and disbursements charged to
<br /> the City for a minimum period of three (3) years, or for any longer period required by law, from
<br /> the date of final payment to Contractor under this Agreement. All such records and invoices shall
<br /> be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and
<br /> make transcripts or copies of such records and any other documents created pursuant to this
<br /> Agreement during regular business hours. Contractor shall allow inspection of all work, data,
<br /> documents, proceedings, and activities related to this Agreement for a period of three (3) years
<br /> from the date of Final payment to Contractor under this Agreement.
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