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hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial <br />or 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. The Consultant <br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including <br />fees and costs for special counsel to be selected by the City, regarding any action by a third party <br />challenging the validity of this Agreement, or asserting that personaluij<uy, damages, just <br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by <br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable <br />decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, <br />to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity <br />shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, <br />pertain to, orrelate to the negligence, recklessness, or willful misconduct of the Consultant. <br />7. RECORDS <br />Consultant shall keep records and invoices in connection with the work to be performed <br />under this Agreement. Consultant 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 Consultant under this Agreement. All such records and <br />invoices shall be clearly identifiable. Consultant 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 busniess hours. Consultant shall allow inspection of all <br />work, data, documents, proceedings, and activities related to this Agreement for a period of three <br />(3) years from the date of final payment to Consultant under this Agreement. <br />8. CONI+IDENTIALITY <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant 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 Infornnation" shall include all <br />nonpublic information. Confidential information includes not only written information, but also <br />information transferred orally, visually; electronically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and/or agent of the other party is covered <br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any <br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the <br />Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) <br />is independently developed by the Consultant without reference to information disclosed by the <br />City. <br />Page 4of9 <br />