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Exhibit 1 Concessionaire shall not consent to entry of judgment or enter into any settlement agreement, without the consent of the Indemnified Parties, that does not include a complete and unconditional release of the Indemnified Parties or that imposes injunctive or other equitable relief against the Indemnified Parties. Concessionaire shall defend City using legal counsel that is reasonably acceptable to City. Indemnified Parties will not unreasonably withhold acceptance of legal counsel, including legal counsel selected by the insurance provider for Concessionaire. If Concessionaire fails to assume and diligently pursue the defense of such Third -Party Claim, the Indemnified Parties may defend against such Third -Party Claim in such manner as they may deem appropriate, including without limitation settlement thereof on such terms as the Indemnified Parties may deem appropriate, and to pursue such remedies as may be available to the Indemnified Parties against Concessionaire. Notwithstanding the foregoing, the Indemnified Parties shall not consent to entry of a judgment or enter into any settlement agreement, without the consent of Concessionaire, that does not include a complete and unconditional release of Concessionaire. 13. RECORDS Concessionaire shall keep records and invoices in connection with the work to be performed under this Agreement. Concessionaire shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Concessionaire under this Agreement. All such records and invoices shall be clearly identifiable. Concessionaire shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Concessionaire shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Concessionaire under this Agreement. 14. CONFIDENTIALITY If Concessionaire receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Concessionaire agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Concessionaire disclosed in a publicly available source; (c) is in rightful possession of the Concessionaire without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Concessionaire without reference to information disclosed by the City. 25G-14