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or property rights arises by reason of the terms of, or effects arising from this Agreement. Contractor's indemnification obligations hereunder shall not extend to any claims to the extent caused by the City's negligence, willful misconduct or breach of this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. By CitX. City agrees to and shall indemnify, defend, and hold harmless the Contractor, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the operations or willful misconduct of the City or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the subject matter of this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. City's indemnification obligations hereunder shall not extend to any claims to the extent caused by Contractor's negligence, willful misconduct or breach of this Agreement. Contractor may make all reasonable decisions with respect to its representation in any legal proceeding. City's indemnification obligations in this section shall survive expiration of this Agreement. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor 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 Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor 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 (except for any such materials which Contractor is required by law to keep confidential). Contractor 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 Contractor under this Agreement. 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor 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 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. Page 6 of 11