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<br />fees and costs for special counsel to be selected by thc. City, regarding any action lay athlyd party
<br />6hallonging the validity of this Agreement, or asserting that petsonal injury, damages, just
<br />eemporisation, re titution, judicial or equitable rsllefdue to personal of property rights`arises by
<br />reason of the terms of, or effects arising from this ;Agreement,. City may make all reasonable
<br />decisions with respeot:to its reprosoratation in any legal_proceeding, Notwithstanding the foregoing,
<br />to the extent Consultant's services arc subject to Civil Code Section 2782,8, the above Indemnity
<br />shall he limited, to the extentxequired by Civil Code Section2782,8, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willfulrnisconductof the Consultant,
<br />7RE CORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Consultant shaft maintain oompleto and accurate records whth respeot to
<br />the costs incurred `under this Agreement and any services, CxponditUrw, and disbursements
<br />cIhargcd 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 Consultant under this Agreement, All such seeurds anti
<br />:invoices shall be clearly identifiable. Consultant 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 ducing regular,business hours. Consultant shunt allow inspection of all
<br />work, data, documents, proceedings, and activities related to this Agreement for a peri6 d of three
<br />(3) years. from the date of fWat payment to Consultant under this Agreeinont.
<br />s, CONFIDLi NTI ALITY
<br />if Consultant receives from the City information which due to the Iiature of such
<br />infbiTnation is reasonably understood to:bo confidential and/or limprietnry, Consultivafagrees that.
<br />it shalt riot -use or disclose such information except in theperformauoe of this Agreement, and
<br />further agrees to exer`else the same dogroe of care it uses to protect its own h ilbrinathon of like
<br />importance, i but ino event,less than reasonable care,, °'Confidential information" shallinchide all
<br />nonpublic -Information. Confidential Information includes not only written information, but also
<br />informatiou transferred orally, visually, electronically, or by other means. Coofadenthaf
<br />information disclosed to either party by any subsidiary audios agent of the otherparry is covered
<br />by this Agreement; The foregoing obligations ofnon»use and nondisolosure shall not apply to any
<br />Information that (ta) has beau disclosed in publiolyavailable sources, (b) is, through tic'; faultofthe
<br />Consultant disclosed in a publicly available source, (c) is in rightful possession of the Causuitant
<br />without an obligation of coiit"identiality; (d) is required to be disclosed by operation o� law; or (o)
<br />is indopeodontly developedby the Consultant without returerico to information disclosed by the
<br />City.
<br />9, Cfk1Vl!LiCTOFIN E1WOTCLOSE
<br />Consultant covenants that It presently has no interests and shall not have interests, direct
<br />or lndlrect, which would conflict in away manner with performance of services specified under this
<br />Agreement.
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