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foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782,8, the above
<br />indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend, indf,, nify, and hold harmless City, its officers, agents, representatives,
<br />and employees against any and all liability or losses., including costs and attorney's fees, for infringement
<br />of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or
<br />documents provided or used by Consultant under this Agreement.
<br />10, RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred
<br />under this Agreement and any services, expenditures, and disbursements charged to the City for a
<br />tninimurn period of three (3) years, or for any longer period required bylaw, frotrt the date of final payment
<br />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 malce 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 />1.1. CONFIDENTIAL[TY
<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 infon- ation except in the ,performance of this Agreement, and further agrees to exercise the
<br />same degree of care it uses to protect its own information of like itaaportance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br />information includes not only written infoneation, but also information transferred orally, visually,
<br />electronically, or by other means. Confdenti.al 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 nou-use and
<br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
<br />(b) is, dough no fault of the Consultant disclosed in a, publicly available source, (c) is in rightful
<br />Possession of the Consultant an obligation of confidentiality, (d) is required to be disclosed by operation
<br />of law; or (e) is independently developed by the Consultant without reference to information disclosed by
<br />the City.
<br />12. 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 the performance of services specified under this
<br />Agreement.
<br />13, NOTICE
<br />An.ynotice, tender, demand, delivery, or athCr comrnr.inicatiotl pursuant to this Agreement shall be
<br />in writing and shall be decreed to be properly given if delivered in pet'son or mailed by first Glass or
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