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7. INDEMNIFICATION
<br />Contractor shall indemnify, release, defend and hold harmless City, its officers, agents,
<br />employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of
<br />any kind, including attorney's fees and administrative costs, to the extent arising from the willful
<br />misconduct or gross negligence of Contractor. This indemnification shall not extend to any claim
<br />related to Contractor's duties as a hearing officer in the interpretation or application of City's
<br />Codes or processes. City shall indemnify, release, defend and hold harmless Contractor, its
<br />attorneys, officers, agents and employees against any claim, demand, suit, judgment, loss or
<br />liability or expense of any kind, including attorney's fees and costs, to the extent arising from any
<br />challenge to the City's ordinances, procedures, laws, hearing determinations, or processes.
<br />8. RECORDS
<br />Contractor shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Contractor 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 Contractor under this Agreement. All such records and
<br />invoices shall be clearly identifiable. Contractor 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 business hours. Contractor 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 Contractor under this Agreement.
<br />9. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Contractor 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 Information" 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 />Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
<br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
<br />is independently developed by the Contractor without reference to information disclosed by the
<br />City.
<br />10. CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with performance of services specified under this
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