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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 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, aid 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 tine 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 willfinl misconduct of the Contractor.
<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 />ininimum. period of three (3) years, or for any longer period required by law, from the elate 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 docxnrnents created pursuant to this Agreement during regular business hours. Contractor
<br />shall allow inspection of all work, data, doctuxtetnts, proceodings, anal activities related to this Agreement
<br />for a period of three (3) years froin the date of final payment to Contractor under this Agreement,
<br />10. CONFIDENTIALITY
<br />If Contractor receives from the City informati.on 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. infannation 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 lnfortnation" shall include all nonpublic information. CoafndentiaS
<br />itnformation 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 mid
<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 itnfotmation disclosed by
<br />the City,
<br />11. CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that itpresently has no interests and shall riot have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
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