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EXHIBIT 2
<br /> 0 CITY OF SANTA ANA
<br /> 10. 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 /> 11. RETENTION OF RECORDS/AUDIT
<br /> For the purpose of determining compliance with Public Contract Code 10115,et seq.and Title 21, California
<br /> Code of Regulations, Chapter 21, Section 2500 et seq., when applicable, and other matters connected with the
<br /> performance of this Agreement, pursuant to Government Code 8546.7, Consultant, subconsultants, and City shall
<br /> maintain and make available for inspection all books, documents, papers, accounting records, and other evidence
<br /> pertaining to the performance of the Agreement, including but not limited to, the costs of administering the
<br /> Agreement. All parties shall make such materials available at their respective offices at all reasonable times during
<br /> the Agreement period and for three years from the date of final payment under the Agreement. The state, State
<br /> Auditor, City, FHWA, or any duly authorized representative of the Federal Government shall have access to any
<br /> books, records, and documents of Consultant and its certified public accountants work papers that are pertinent to
<br /> the contract and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof
<br /> shall be furnished if requested.
<br /> 12. AUDIT REVIEW PROCEDURES
<br /> a. Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that
<br /> is not disposed of by mutual agreement shall be reviewed by City's Executive Director of Finance.
<br /> b. Not later than 30 days after issuance of the final audit report, Consultant may request a review by City's
<br /> Executive Director of Finance of unresolved audit issues. The request for review will be submitted in
<br /> writing.
<br /> c. Neither the pendency of a dispute nor its consideration by City will excuse Consultant from full and
<br /> timely performance in accordance with the terms of this Agreement.
<br /> 13. 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 /> 14. CONFLICT OF INTEREST CLAUSE
<br /> a. Consultant shall disclose any financial, business,or other relationship with City that may have an impact
<br /> upon the outcome of this Agreement, or any ensuing City construction project. Consultant shall also
<br /> list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing
<br /> City construction project that will follow.
<br /> b. Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business
<br /> interest that would conflict with the performance of services under this Agreement.
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