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pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the <br />City, regarding any action by a third party challenging the validity of this Agreement, or asserting that <br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or <br />property rights arises by reason of the terns of, or effects arising from this Agreement. City may make <br />all reasonable decisions with respect to its representation in any legal proceeding. <br />8. RECORDS <br />Consultant shall keep records and invoices in connection with the work to be performed under <br />this Agreement. Consultant shall maintain complete and accurate records with respect to the costs <br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City for <br />a minimum period of three (3) years, or for any longer period required by law, from the date of final <br />payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. <br />Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of <br />such records and any other documents created pursuant to this Agreement during regular business hours. <br />Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this <br />Agreement for a period of three (3) years from the date of final payment to Consultant under this <br />Agreement. <br />9. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise <br />the same degree of care it uses to protect its own information of like importance, but in no event less <br />than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in <br />rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Consultant without reference to <br />information disclosed by the City. <br />10. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with perfonnance of services specified under this <br />Agreement. <br />11. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />