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employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims for property damage, which may arise from the negligent operations
<br />of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which
<br />relates to the services described in section 1 of this Agreement; and (2) from any claim that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms
<br />of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all
<br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have
<br />been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects,
<br />arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all
<br />costs for the defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property
<br />rights arises by reason of the terms of, or effects arising from this Agreement. City may make all
<br />reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the
<br />foregoing, to the extent Contractor Services are subject to Civil Code Section 2782.8, the above
<br />indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out
<br />of, pertain to, or relate to the 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
<br />this Agreement. Contractor shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City for
<br />a minimum period of three (3) years, or for any longer period required by law, from the date of final
<br />payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable.
<br />Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of
<br />such records and any other documents created pursuant to this Agreement during regular business hours.
<br />Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this
<br />Agreement for a period of three (3) years from the date of final payment to Contractor under this
<br />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
<br />the same degree of care it uses to protect its own information of like importance, but in no event less
<br />than 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
<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 an obligation of confidentiality; (d) is required to be disclosed by
<br />operation of law; or (e) is independently developed by the Contractor without reference to information
<br />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
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