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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 Contractor 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 terns of, or effects arising from this Agreement. City may make all reasonable decisions
<br />with respect to its representation in any legal proceeding, Notwithstanding the foregoing, to the extent
<br />Contractor 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 Contractor,
<br />9. .RECORDS
<br />Contractor shall keep records and invoices in connection with the work to be performed tinder this
<br />Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred
<br />under this Agreement and any services, expenditures, and disbursements charged to the City for a
<br />minimum period of three (3) years, or for any longer period required by law, from the date of final payment
<br />to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor
<br />shall allow a representative of the City to examine, audit, and make transcripts or copies of such records
<br />and any other documents created pursuant to this Agreement during regular business hours. Contractor
<br />shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement
<br />for a period of three (3) 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 information is
<br />reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or
<br />disclose such information except in the performance of this Agreement, and further agrees to exercise the
<br />same degree of care it uses to protect its own information of like importance, but in no event less than
<br />reasonable care. "Confidential Infonnation" shall include all nonpublic information, Confidential
<br />information includes not only written information, but also information transferred orally, visually,
<br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary
<br />and /or 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 sources;
<br />(b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful
<br />possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation
<br />of law; or (e) is independently developed by the Contractor without reference to information disclosed by
<br />the City.
<br />11. CONFLICT OF INTEREST CLAUSE
<br />Contractor 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.
<br />22B -31
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