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to the services described in section 1 of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for
<br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Provider further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises
<br />by reason of the terms of, or effects arising from this Agreement. City may snake all reasonable decisions
<br />with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Provider's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the
<br />extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Provider.
<br />Provider shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. Provider shall maintain complete and accurate records with respect to the costs incurred under
<br />this Agreement and any services, expenditures, and disbursements charged to the City for a minimum
<br />period of three (3) years, or for any longer period required by law, from the date of final payment to
<br />Provider under this Agreement. All such records and invoices shall be clearly identifiable. Provider shall
<br />allow a representative of the City to examine, audit, and make transcripts or copies of such records and
<br />any other documents created pursuant to this Agreement during regular business hours. Provider shall
<br />allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a
<br />period of three (3) years from the date of final payment to Provider under this Agreement.
<br />8. CONFIDENTIALITY
<br />If Provider receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Provider agrees that it shall not use or disclose
<br />such information except in the performance of this Agreement, and further agrees to exercise the same
<br />degree of care it uses to protect its own information of like importance, but in no event less than reasonable
<br />care. "Confidential Information" shall include all nonpublic information. Confidential information
<br />includes not only written information, but also information transferred orally, visually, electronically, or
<br />by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the
<br />other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall
<br />not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no
<br />fault of the Provider disclosed in a publicly available source; (c) is in rightful possession of the Provider
<br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
<br />independently developed by the Provider without reference to information disclosed by the City.
<br />9. CONFLICT OF INTEREST CLAUSE
<br />Provider covenants that it presently has no interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
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