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commencing the performance of the work trader this Agreement, Broker agrees to obtain
<br />and maintain any employer's liability insurance with limits not less than $1,000,000 per
<br />accident.
<br />6. INDEMNIFICATION
<br />Broker agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />death, and claims for property damage, which may arise from the negligent operations of the Broker or its
<br />subcontractors, agents, employees, or other persons acting on their behalf which relates to the services
<br />described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from
<br />this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason
<br />of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement.
<br />The Broker further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br />including 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 personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or
<br />effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<br />RECORDS
<br />Broker shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. Broker shall maintain complete and accurate records with respect to the costs incurred under
<br />this Agreement and any services, expenditures, and disbursements charged to the City for a minimum
<br />period of three (3) years, or for any longer period required by law, from the date of fma,l payment to Broker
<br />under this Agreement. All such records and invoices shall be clearly identifiable. Broker shall allow a
<br />representative of the City to examine, audit, and make transcripts or copies of such records and any other
<br />docmnents created pursuant to this Agreement during regular business hours. Broker shall allow
<br />inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period
<br />of three (3) years from the date of final payment to Broker under this Agreement.
<br />8. CONFIDENTIALITY
<br />If Broker receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Broker agrees that it shall not use or disclose
<br />such information except in the performance of this Agreement, and further agrees to exercise the salve
<br />degree of care it uses to protect its own information of like importance, but in no event less than reasonable
<br />care. "Confidential Information" shall include all nonpublic information. Confidential information
<br />includes not only written information, but also information transferred orally, visually, electronically, or
<br />by other means. Confidential infornation disclosed to either party by any subsidiary and/or agent of the
<br />other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall
<br />not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no
<br />fault of the Broker disclosed in a publicly available source; (c) is in rightful possession of the Broker an
<br />obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
<br />developed by the Broker without reference to information disclosed by the City.
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