FULL AGENDA PACKET_2021-04-06 - Laserfiche WebLink

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or property rights arises by reason of the terms of, or effects arising from this Agreement. C:onnactor's indemnification obligations hereunder shall not extend to any claims to the extent caused by the City's negligence, willful misconduct or breach of this Agrcennent- City may make all reasonable decisions with respect to its represetnatiott in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. By City. City agrees to end shall indemnify, del"end, znhd hold h<n�rless the Contactor, its officers, agents, employees, consulntnts, special counsel, and representatives from liability for petsuual injury, damages, restitution, judicial or equitable relief arising OUT of claims for personal injury, including death, and claims for property danhage, which may arise from the operations or willful misconduct ofthe City or its subcontractors agents, employees, or otherpersons acting on their behalf which relates to the subjcet natter of this Agreement- This indemnity and hold harndcss agreement applies to all claims Rn damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. City's indemnification obligations hereunder shall not extend to any claims to the extent caused by Contractor's negligence, willful misconduct or breach ol'this Agreement- Contactor may snake all reasonable decisions with respect to its representation in any legal proceeding. City's indemnification obligations in this section shall survive expiration of this Agreement. Contractor shall keep records and invoices in connection with the work to bee performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services. expenditures, and disbursements charged to the City for a mininnum period of three (3) ,years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identitiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours (except for any such materials which Contractor is required by law to keep confidential). Contractor ,hall allow inspection of all work, data, dalentnenls, proceedings, and activities related to this Agreement firr a period of three (3) years from the date of final payment to C Ant.9CtOr under this Agreement. 10. CONFIDENTIALITY It' Contractor receives from the City information which duc to tttc nature of such information is rcasonablyunderstood to be confidential and/or proprictaiy, Contractor agrees that it shall not use or disclose such information except in the perforntatice of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like irnporianec, but in no CVCnt less than reasonable care- "Confidcntial Information" shall include all nonpublic information. Confidential information disclosed to tither party by any subsidiary and/or agent of the other part-v is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source, (c) is in rightful possession of the Contractor without an obligation ofconfidcntiality; (d) is required to be disclosed b-y operation of law; or (c) is indcpcndcntly developed by the CUntraUtOf without reference to information disclosed by the City. City Council 22 — 9 4/6/2021 Pagc 6 of