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(9) CITY OF SANTA ANA
<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 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 performe 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
<br /> the City to examine, audit, and make transcripts or copies of such records and any other documents created
<br /> pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data,
<br /> documents, proceedings, and activities related to this Agreemen r a period of three (3) years from the date of
<br /> final payment 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 /> 11. ONFLICT OF INTEREST CLAUSE
<br /> Consultant covenants 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
<br /> recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities
<br /> or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall
<br /> comply with all applicable federal, state and local laws and regulations.
<br /> 13. EXCLUSIVITY AND AMENDMENT
<br /> This Agreement represents the complete and exclusive statement between the City and Contractor, and
<br /> supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between
<br /> City of Santa Ana RFP 24-076 Page 56 of 73
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