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CITY OF SANTA ANA <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 ty, regarding any <br />action by a third party challenging the validity of this Agreement, or asserting that personal ' , damages, just <br />compensation, restitution, judicial or equitable relief due to personal or property rights arise _son of the terms <br />of, or effects arising from this Agreement. City may make all reasonable decisions with re to its rep erentation <br />in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's serv' re subjec ivil Code <br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Section to claims <br />that arise out of, pertain to, or relate to the negligence, recklessness, or willful miscon f th r_ctor. <br />Consultant shall defend and indemnify the City, its officers, ag <br />any and all liability, including costs, for infringement of any United St <br />infringement, including costs, contained in the work product or docum <br />pursuant to this Agreement. - <br />Consultant shall keep records and invoi <br />Agreement. Consultant shall maintain complete i <br />Agreement and any services, expenditures, a <br />(3) years, or for any longer period required <br />Agreement. All such records and invoices shal <br />the City to examine, audit, and make transcript <br />pursuant to this Agreement during regular busine <br />documents, proceedings, and acAjh elated to <br />final payment to Consultant and ent. <br />do the work tube performed under this <br />ith respect to the costs incurred under this <br />ged to the City for a minimum period of three <br />to of final payment to Consultant under this <br />Consultant shall allow a representative of <br />cords and any other documents created <br />nsu shall allow inspection of all work, data, <br />Jt for a period of three (3) years from the date of <br />If Cons ultan from the Cit mation which due to the nature of such information is reasonably <br />understood to be con roprieta sultant agrees that it shall not use or disclose such information <br />except in the perform of ent, a urther agrees to exercise the same degree of care it uses to <br />protect its own informati f like' t in no event less than reasonable care. "Confidential Information" <br />shall include all nonpub f ion. C ential information includes not only written information, but also <br />inform ferred or ally, electronically, or by other means. Confidential information disclosed to either <br />part sidiary an gent of the other party is covered by this Agreement. The foregoing obligations of <br />no a and nondisclosure II not apply to any information that (a) has been disclosed in publicly available <br />s es; (b) is, fau he Consultant disclosed in a publicly available source; (c) is in rightful possession <br />o Con o tion of confidentiality; (d) is required to be disclosed by operation of law; or (e) is <br />in develope the Consultant without reference to information disclosed by the City. <br />Con'T01111111WIFovenants that it presently has no interests and shall not have interests, direct or indirect, which <br />would conflict in any manner with performance of services specified under this Agreement. <br />12. NON-DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and <br />veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the <br />23-115 Pre -Employment Medical Screening Services Page 24 of 34 <br />