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6 <br />or property rights arises by reason of the terms of, or effects arising from this Agreement. Cit y <br />may make all reasonable decisions with respect to its representation in any legal proceeding. <br />Notwithstanding the foregoing, to the extent Consultant Services are subject to Civil Code Section <br />2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, <br />to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct <br />of the Consultant. <br /> <br />7. RECORDS <br /> <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 disbursem ents <br />charged to the City for a minimum period of three (3) years, or for any longer period required by <br />law, from the date of final payment to Consultant under this Agreement. All such records and <br />invoices shall be clearly 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 Agreement 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 /> <br />8. CONFIDENTIALITY <br /> <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 shall 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 no 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 />an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is <br />independently developed by the Consultant without reference to information disclosed by the City. <br /> <br />10. CONFLICT OF INTEREST CLAUSE <br /> <br /> Consultant covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br /> <br />11. BACKGROUND CHECK REQUIREMENTS <br /> <br /> Consultant shall not assign any employee, agent, subcontractors or volunteer to provide <br />services pursuant to this Agreement, if that employee, agent, subcontractors or volunteer is