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<br />developed the work is free to copyright material or to permit others to do so. The EMPLOYER and the
<br />Workforce Investment Board (WIB) shall have aroyalty-free, nonexclusive and irrevocable license to
<br />reproduce, publish, use and to authorize others to use all copyrighted material.
<br />2. The DOL reserves aroyalty-free, nonexclusive, and irrevocable license to reproduce,
<br />publish or otherwise use, and to authorize others to use, for Federal Government purposes: (a) The copyright in
<br />any work developed under any grant, sub-grant, or contract under a grant or subgrant; (b) Any right of copyright
<br />to which a grantee, subgrantee or a EMPLOYER purchases ownership with grant support; and (c) EMPLOYER
<br />shall comply with the requirements of 29 CFR Part 97.34.
<br />C. Rights to Data. The DOL and the CITY shall have unlimited rights to any data first
<br />procured or delivered under this Agreement.
<br />9. Hold Harmless. The EMPLOYER shall indemnify, defend and hold harmless CITY, and its officers,
<br />agents and employees, from and against any and all damages to property or injuries to or death of any
<br />person or persons, including property and employees or agents of CITY, and shall indemnify, defend
<br />and hold harmless CITY, and its officers, agents and employees, from any and all claims, demands,
<br />suits, actions or proceedings of any kind or nature, including, but not limited to, workers' compensation
<br />claims, resulting from or arising out of the negligent acts, errors or omissions of EMPLOYER, its
<br />employees, agents or subcontractors.
<br />1 O. Insurance. The EMPLOYER shall obtain at its sole cost and file with the City of Santa Ana -Santa Ana
<br />W/O/R/K Center, upon execution of this Agreement; and maintain for the period covered by this
<br />Agreement, a policy or policies of commercial general liability insurance or a certificate of such
<br />insurance, satisfactory to the City Attorney of CITY, naming CITY, and its officers, agents and
<br />employees, as insured or additional insured (see attached Additional Insured Endorsement, Exhibit C),
<br />which provides coverage not less than that provided in the form of a comprehensive general liability
<br />insurance policy against liability for any and all claims and suits for damages or injuries to persons or
<br />property resulting from or arising out of operations of EMPLOYER, and its officers, agents, or
<br />employees. Said policy or policies of insurance shall provide coverage for both bodily injury and
<br />property damage in no less than One Million Dollars ($1,000,000). Said policy or policies shall also
<br />contain a provision that no termination, cancellation or change of coverage or of insured or additional
<br />insured shall be effective until after thirty (30) days notice thereof has been given in writing to CITY.
<br />EMPLOYER shall give to CITY prompt and timely notice of claims made or suit instituted against said
<br />policy. EMPLOYER shall procure and maintain at its own costs and expense, any additional kinds and
<br />amounts of insurance which, in its own judgment, may be necessary for its proper protection.
<br />11. Record Keeping. CITY, the State of California and the United States government and/or their
<br />representatives shall have access for purposes of monitoring, auditing and examining of EMPLOYER' S
<br />activities, performance, books, documents, papers, and records of EMPLOYER'S subcontractors,
<br />bookkeepers and accountants, and employees and participants related, to this Agreement. Such agencies
<br />or representatives shall also schedule on-site monitoring in their discretion. Monitoring activities may
<br />also include, but are not limited to, questioning employees and participants and entering any premises or
<br />onto any site in which any of the services or activities funded hereunder are conducted or in which any
<br />of the records of EMPLOYER are kept. Nothing herein shall be construed to require access to any
<br />privileged or confidential information as set forth in federal or state law.
<br />In the event EMPLOYER does not make the above-referenced documents available within the City of
<br />Santa Ana, California, EMPLOYER agrees to pay all necessary and reasonable expenses incurred by
<br />CITY in conducting any audit at the location where said records and books of account are maintained.
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