AGENDA PACKET_2021-11-02 - Laserfiche WebLink

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EXHIBIT 3 FUP/FYI Special Fees Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arisingfromthisFUP/FYISpecialFeesAgreement.Thisindemnityandholdharmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable reliefsuffered,orallegedtohavebeensuffered,byreasonoftheeventsreferredtointhis Sectionorbyreasonofthetermsof,oreffects,arisingfromthisFUP/FYISpecialFees 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,regardingany actionby athirdparty challenging thevalidity ofthisFUP/FYI SpecialFeesAgreement,orassertingthatpersonalinjury,damages,justcompensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from thisFUP/FYI Special Fees Agreement.Contractor may make allreasonabledecisionswithrespecttoitsrepresentationinanylegalproceeding. Section2782.8,theabove indemnity shallbe limited,to theextentrequiredby CivilCode Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willfulmisconduct of theSubcontractor. 9.RECORDS Subcontractorshallkeeprecordsandinvoicesinconnectionwiththeworktobe performed under this FUP/FYI Special Fees Agreement.Subcontractor shall maintain complete andaccuraterecordswithrespecttothecostsincurredunderthisFUP/FYISpecialFees 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 FUP/FYI Special Fees Agreement.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 FUP/FYI Special Fees Agreement during regular business hours.Subcontractor shall allow inspection of all work, data, documents, proceedings, and activities related to this FUP/FYI Special Fees Agreement for a period of three (3) years from the dateoffinalpaymenttoSubcontractorunder thisFUP/FYISpecialFeesAgreement. 10.CONFIDENTIALITY IfSubcontractorreceivesfromtheContractorinformationwhichduetothenatureof such information is reasonably understood to be confidential and/or proprietary, Subcontractor agreesthatitshallnot use or disclose suchinformationexceptinthe performance of this FUP/FYI Special Fees 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. includesnotonlywritteninformation,butalsoinformationtransferredorally,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 FUP/FYI Special Fees Agreement. Theforegoingobligationsofnon-useandnondisclosureshallnotapplytoanyinformationthat (a)hasbeendisclosedinpubliclyavailablesources;(b)is,throughnofaultoftheSubcontractor 6