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acting on its behalf which relates to the services described in section I of this Agreement; and (2)
<br />from any claim that personal injury, damages, ,lust compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
<br />hold harmless agreement applies to all "claims for damages, just compensation, restitution, judicial
<br />or 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. The Consultant
<br />further agrees to indemnify, hold harmless; and pay all costs for the defense of the City, including
<br />fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />reason of the terms of, or effects arising fiom this Agreement. City may make all. reasonable
<br />decisions with respeetto its representation in any legal proceeding. Notwithstanding the foregoing,
<br />to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
<br />shall be limited, to the extent required. by Civil Code Section 2782,8, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br />7. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Consultant 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, front the date of final payment to Consultant under this Agreement, All such records and
<br />invoices shall beclearly identifiable. Consultant 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 Agmement during regular business hours. Consultant shall allow inspection of all
<br />work, data, documents, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the date of final payment to Consultant under this Agreement.
<br />8. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary_ , Consultant agrees that
<br />it shalt 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
<br />importance, but in ro event less than reasonable care. "Confidential information" shall include all
<br />nonpublic information. Confidential information includes not only written information, but also
<br />information transferred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either party by any subsidiary and/or agent of the other party is covered
<br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
<br />Information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the:
<br />Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
<br />without an obligation of confidentiality, (d) is required to be disclosed by operation of law; or (e)
<br />is independently developed by the Consultant without reference to information disclosed by the
<br />City.
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