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(9) CITY OF SANTA ANA
<br /> Special Risks or Circumstances
<br /> City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior
<br /> experience, insurer, coverage, or other special circumstances.
<br /> 7. INDEMNIFICATION
<br /> Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br /> employees, contractors, 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 death, and
<br /> claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors,
<br /> agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this
<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 City, regarding any
<br /> action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br /> compensation, restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms
<br /> of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation
<br /> in any legal proceeding. Notwithstanding the foregoing,to the extent Contractor's services are subject to Civil Code
<br /> Section 2782.8,the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8,to claims
<br /> that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
<br /> 8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against
<br /> any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright
<br /> infringement, including costs, contained in the work product or documents provided by Consultant to the City
<br /> pursuant to this Agreement.
<br /> 9. 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 under this
<br /> Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three
<br /> (3) years, or for any longer period required by law, from the date of final payment to Consultant under this
<br /> Agreement.All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the
<br /> City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant
<br /> to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents,
<br /> proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment
<br /> to Consultant under this Agreement.
<br /> 10. CONFIDENTIALITY
<br /> If Consultant receives from the City information which due to the nature of such information is reasonably
<br /> understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information
<br /> except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to
<br /> protect its own information of like importance, but in no event less than reasonable care. "Confidential Information"
<br /> shall include all nonpublic information. Confidential information includes not only written information, but also
<br /> information transferred orally, visually, electronically,or by other means. Confidential information disclosed to either
<br /> party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of
<br /> non-use and 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 rightful possession
<br /> of the Consultant without an obligation of confidentiality; (d)is required to be disclosed by operation of law; or(e)is
<br /> independently developed by the Consultant without reference to information disclosed by the City.
<br /> City 9fibiaPPA99il RFP No. 24007 75 7/�96;02%-Obf 38
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