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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 nogligent operations
<br /> of the Contractor,its subcontractors,agents,employees,or other persons acting err its behalfwlrich relates
<br /> to the services described in section I of this Agreement; and (2).from any claim that personal injury,
<br /> damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or I
<br /> effects arising from this Agreement.This indemnity mid hold harmless agreement applies to all claims for
<br /> damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br /> suffered,by reason of the events referred to in tlus Section or by reason of the terms of, or effects, arising
<br /> fl-om this Agreement. The Contractor furthor agrees to indemnify,hold harmims,and pay ail costs for the
<br /> defense of the City,including fees and costs for special counsel to be selected by the City,regevding any
<br /> action by a third party challenging the validity of this Agreement, or asserting that personal iWury,
<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 al reasonable docisions
<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 Cody: 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 PROP' RTY INDEMNIFICATION
<br /> Contractor shall defend and indemnify the City,its officers,agents,representatives,and employee
<br /> against any and all liability, including costs, for infringement of airy United States' letters patent,
<br /> trademark, or copyright in•ftingenxont, including costs, contained in the work product or doetutents
<br /> provided.by Contractor to the City pursuant to this Agreement.
<br /> 10. RE,CORDS
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<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, cxpenditurw, and disbursements charged to the City for a
<br /> :Minimum period of throe(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 /> 'add any other docurinents created pu.rsuadt 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 payrxierit to Contractor udder this Agreement.
<br /> 11, CONFIDENTIALITY
<br /> If Contractor receives from the City inf'onnadon which duo to the nature of such itAbrnaation is
<br /> reasonably understood to be confidential andlor 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 citre it rises 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 /> electrojiloally, or by other moans. Confidential information disclosed to elther party by any subsidiary
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