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restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by
<br />reason of the events referred to in this Section or by reason of the terms of, or effects, arising from
<br />this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for
<br />the 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 terns of, or effects arising from this Agreement.
<br />Contractor's indemnification obligations hereunder shall not extend to any claims to the extent
<br />caused by the City's negligence, willful misconduct or breach of this Agreement. City may make
<br />all reasonable decisions with respect to its representation in any legal proceeding. Contractor's
<br />indemnification obligations in this section shall survive expiration of this Agreement.
<br />By City. City agrees to and shall indemnify, defend, and hold harmless the Contractor, its
<br />officers, agents, employees, consultants, special counsel, and representatives from liability for
<br />personal injury, damages, 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 operations or
<br />willful misconduct of the City or its subcontractors, agents, employees, or other persons acting on
<br />their behalf which relates to the subject matter of this Agreement. This indemnity and hold
<br />harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of the terms of, or effects, arising from this Agreement. City's
<br />indemnification obligations hereunder shall not extend to any claims to the extent caused by
<br />Contractor's negligence, willful misconduct or breach of this Agreement. Contractor may make all
<br />reasonable decisions with respect to its representation in any legal proceeding. City's
<br />indemnification obligations in this section shall survive expiration of this Agreement.
<br />9. 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
<br />the costs incurred under this Agreement and any services, expenditures, and disbursements
<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 (except for any such materials which
<br />Contractor is required by law to keep confidential). Contractor shall allow inspection of all work,
<br />data, documents, proceedings, and activities related to this Agreement for a period of three (3)
<br />years from the date of final payment to Contractor under this Agreement.
<br />10. CONFIDENTIALITY
<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
<br />it shall not use or disclose such information except in the performance of this Agreement, and
<br />further agrees to exercise the same degree of care it uses to protect its own information of like
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