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Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates <br />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 terns 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 terms 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 under 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 Information" 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 />C! <br />