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CITY OF SANTA ANA
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br />alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or
<br />effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs
<br />for the defense of the City, including fees and costs for special counsel to be selected by the ty, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal ' , damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arise _son of the terms
<br />of, or effects arising from this Agreement. City may make all reasonable decisions with re to its rep erentation
<br />in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's serv' re subjec ivil Code
<br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Section to claims
<br />that arise out of, pertain to, or relate to the negligence, recklessness, or willful miscon f th r_ctor.
<br />Consultant shall defend and indemnify the City, its officers, ag
<br />any and all liability, including costs, for infringement of any United St
<br />infringement, including costs, contained in the work product or docum
<br />pursuant to this Agreement. -
<br />Consultant shall keep records and invoi
<br />Agreement. Consultant shall maintain complete i
<br />Agreement and any services, expenditures, a
<br />(3) years, or for any longer period required
<br />Agreement. All such records and invoices shal
<br />the City to examine, audit, and make transcript
<br />pursuant to this Agreement during regular busine
<br />documents, proceedings, and acAjh elated to
<br />final payment to Consultant and ent.
<br />do the work tube performed under this
<br />ith respect to the costs incurred under this
<br />ged to the City for a minimum period of three
<br />to of final payment to Consultant under this
<br />Consultant shall allow a representative of
<br />cords and any other documents created
<br />nsu shall allow inspection of all work, data,
<br />Jt for a period of three (3) years from the date of
<br />If Cons ultan from the Cit mation which due to the nature of such information is reasonably
<br />understood to be con roprieta sultant agrees that it shall not use or disclose such information
<br />except in the perform of ent, a urther agrees to exercise the same degree of care it uses to
<br />protect its own informati f like' t in no event less than reasonable care. "Confidential Information"
<br />shall include all nonpub f ion. C ential information includes not only written information, but also
<br />inform ferred or ally, electronically, or by other means. Confidential information disclosed to either
<br />part sidiary an gent of the other party is covered by this Agreement. The foregoing obligations of
<br />no a and nondisclosure II not apply to any information that (a) has been disclosed in publicly available
<br />s es; (b) is, fau he Consultant disclosed in a publicly available source; (c) is in rightful possession
<br />o Con o tion of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
<br />in develope the Consultant without reference to information disclosed by the City.
<br />Con'T01111111WIFovenants that it presently has no interests and shall not have interests, direct or indirect, which
<br />would conflict in any manner with performance of services specified under this Agreement.
<br />12. NON-DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and
<br />veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
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