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<br />7. INDEMNIFICATION
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<br />Each party herby agrees to and shall indemnify and hold harmless the other party, its
<br />officials, officers, agents, employees and volunteers from and against all losses, liability, damages,
<br />claims, suits, action, and administrative proceedings or demands (including reasonable attorney’s
<br />fees) relating solely to acts or omissions of the indemnitor, its officials, officers, agents, employees
<br />or volunteers arising out of or incidental to the performance of any of the provision of this
<br />Agreement, but only in proportion to and to the extent such losses, liability, damages, claims, suits,
<br />actions, and administrative proceedings or demands are caused by or result from the negligent acts
<br />or omissions of the other party, its respective officials, officers, agents, employees, or volunteers.
<br />Neither party assumes liability for the acts or omissions of persons other than each party’s
<br />respective officials, officers, agents, employees, or volunteers. In the event judgment is entered
<br />against both parties because of joint or concurrent negligence of both parties, or their officials,
<br />officers, agents, employees, or volunteers and apportionment of liability to pay such judgment
<br />shall be made by a Court of competent jurisdiction. Notwithstanding the foregoing, to the extent
<br />Contractor’s services are subject to Civil Code section 2782.8, the above indemnity shall be
<br />limited, to the extent required by Civil Code section 2782.8, to claims that arise out of, pertain to,
<br />or relate to the negligence, recklessness, or willful misconduct of the Contractor.
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<br />8. RECORDS
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<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.
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<br />9. CONFIDENTIALITY
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<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)
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