AGENDA PACKET_2021-11-02 - Laserfiche WebLink

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EXHIBIT 2 arisingfromthisHUD-VASHSpecialFeesAgreement.Thisindemnityandholdharmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable reliefsuffered,orallegedtohavebeensuffered,byreasonoftheeventsreferredtointhis Section or by reason of the terms of, or effects, arising from this HUD-VASH Special Fees Agreement.The Subcontractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the Contractor, including fees and costs for special counsel to be selected by the Contractor, regarding any action by a third party challenging the validity of this HUD-VASH SpecialFeesAgreement,orassertingthatpersonalinjury,damages,justcompensation, restitution, judicial or equitable relief dueto personal or property rights arises by reason of the terms of, or effects arising from this HUD-VASH Special Fees Agreement. Contractor may makeallreasonabledecisionswithrespecttoitsrepresentationinanylegalproceeding. Section2782.8,theabove indemnity shallbe limited,to theextentrequiredby CivilCode Section 2782.8, to claims that arise out of, pertain to, or relate tothe negligence, recklessness, or willfulmisconduct of theSubcontractor. 9.RECORDS Subcontractorshallkeeprecordsandinvoicesinconnectionwiththeworktobe performedunderthisHUD-VASHSpecialFeesAgreement.Subcontractorshallmaintain complete and accurate records with respect to the costs incurred under this HUD-VASH Special Fees Agreement and any services, expenditures, and disbursements charged to the Contractor for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Subcontractor under this HUD-VASH Special FeesAgreement.All such records and invoices shall be clearly identifiable.Subcontractor shall allow a representative of the Contractor to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this HUD-VASH Special Fees Agreement during regular business hours.Subcontractor shall allow inspection of all work, data, documents, proceedings, and activities related to this HUD-VASH Special Fees Agreement for a period of three (3) years from thedateoffinalpaymentto Subcontractorunderthis HUD-VASHSpecialFeesAgreement. 10.CONFIDENTIALITY IfSubcontractorreceivesfromtheContractorinformationwhichduetothenatureof such information is reasonably understood to be confidential and/or proprietary, Subcontractor agrees that it shall not use or disclose such information except in the performance of this HUD- VASH Special Fees Agreement, and further agrees to exercise the same degree of care it uses to protectitsowninformationoflikeimportance,butinnoeventlessthanreasonablecare. includesnotonlywritteninformation,butalsoinformationtransferredorally,visually, electronically, or by other means.Confidential information disclosed to either party by any subsidiaryand/oragentoftheotherpartyiscoveredbythisHUD-VASHSpecialFees 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 Subcontractor disclosed in a publicly available source; (c) is in rightful possession of the Subcontractorwithoutanobligationofconfidentiality;(d)isrequiredtobedisclosedby 6