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(9)
<br />CITY OF SANTA ANA
<br />If Company, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, for
<br />the entire term of this contract, the same shall be deemed a material breach of Agreement. Customer, at its sole
<br />option, may terminate this Agreement at any time and obtain damages from Company resulting from said breach.
<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
<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 Agreement for 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 />City of Santa Ana RFP No. 24-104 Page 25 of 35
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