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8. 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,
<br />and claims for property damage, which may arise from the negligent operations of the Consultant, its
<br />subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described
<br />in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution,
<br />judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this
<br />Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to
<br />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
<br />Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br />may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding
<br />the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
<br />shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or
<br />relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees
<br />against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or
<br />copyright infringement, including costs, contained in the work product or documents provided by Consultant to
<br />the City pursuant to this Agreement.
<br />10. 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
<br />this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of
<br />three (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
<br />of 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 />11. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose
<br />such information except in the performance of this Agreement, and further agrees to exercise the same degree of
<br />care it uses to protect its own information of like importance, but in no event less than reasonable care.
<br />"Confidential Information" shall include all nonpublic information. Confidential information includes not only
<br />written information, but also information transferred orally, visually, electronically, or by other means.
<br />Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered
<br />City of Santa Ana RFP 18-064
<br />26G-19
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