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harmless agreement applies to all claims for damages, just compensation, restitution, judicial or <br />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. City's <br />indemnification obligations hereunder shall not extend to any claims to the extent caused by <br />Contractor's negligence, willful misconduct or breach of this Agreement. Contractor may make all <br />reasonable decisions with respect to its representation in any legal proceeding. City's <br />indemnification obligations in this section shall survive expiration of this Agreement. <br />9. RECORDS <br />Contractor shall keep records and invoices in connection with the work to be performed <br />under this Agreement. Contractor 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, from the date of final payment to Contractor under this Agreement. All such records and <br />invoices shall be clearly identifiable. Contractor 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 (except for any such materials which <br />Contractor is required by law to keep confidential). Contractor shall allow inspection of all work, <br />data, documents, proceedings, and activities related to this Agreement for a period of three (3) <br />years from the date of final payment to Contractor under this Agreement. <br />10. CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Contractor 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 disclosed to either party by any subsidiary and/or <br />agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in <br />rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Contractor without <br />reference to information disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with the performance of services specified under this <br />Agreement. <br />12. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in <br />Page 7of11 <br />