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i. Consultant shall maintain all insurance required above in full force and effect for the entire
<br />period covered by this Agreement.
<br />ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement
<br />and shall be approved in form by the City Attorney.
<br />iii. Certificates and policies shall state that the policies shall not be canceled or reduced in
<br />coverage or changed in any other material aspect without thirty (30) days prior written
<br />notice to the City. I I
<br />e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails
<br />or refuses to furnish the City with required proof that insurance has been procured and is in force
<br />i and paid for, the City shall have they right, at the City's election, to forthwith terminate this
<br />Agreement. Such termination shall not affect Consultant's right to be paid for its time and
<br />materials expended prior to notification of termination. Consultant waives the right to receive
<br />compensation and agrees to indemnify the City for any work performed prior to approval of
<br />insurance by the City.
<br />6. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />consultants, 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 health, and
<br />claims for property damage, which may arise from the direct or indirect operations of the Consultant or its
<br />contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the
<br />services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred
<br />to in this Section or by reason of the terms of, or effects, arising from this Agreement. Consultant further agrees
<br />to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special
<br />counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement,
<br />or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may
<br />make all reasonable decisions with respect to its representation in any legal proceeding.
<br />CONFIDENTIALITY
<br />Consultant shall conform to all HIPAA requirements regarding examinations performed by Consultants.
<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
<br />information except in the performance of this Agreement, and further agrees to exercise the same degree of care
<br />it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential
<br />Information" shall include all nonpublic information. Confidential information includes not only written information,
<br />but also information transferred orally, visually, electronically, or by other means. Confidential information
<br />disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The
<br />foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed
<br />in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source;
<br />(c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed
<br />by operation of law; or (e) is independently developed by the Consultant without reference to information
<br />disclosed by the City.
<br />8. CONFLICT OF INTEREST CLAUSE
<br />of Santa Ana Human Resources Department
<br />for Medical Services Review—August 27, 2018
<br />Arz1-12
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