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CITY OF SANTA ANA
<br />RFP NO.: 24-003
<br />CLOSED CIRCUIT TELEVISION (CCTV) INSPECTION OF SANITARY SEWERS
<br />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
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all
<br />costs for the defense of the City, including fees and costs for special counsel to be selected by
<br />the City, regarding any action by a third party challenging the validity of this Agreement, or
<br />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
<br />Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject
<br />to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil
<br />Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness,
<br />or willful misconduct of the Consultant.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
<br />representatives, and employees against any and all liability, including costs, and attorney's fees,
<br />for infringement of any United States' letters patent, trademark, or copyright contained in the
<br />work product or documents provided by Consultant to 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
<br />this Agreement. Consultant shall maintain complete and accurate records with respect to the
<br />costs incurred under this Agreement and any services, expenditures, and disbursements
<br />charged to the City for a minimum period of three (3) years, or for any longer period required by
<br />law, from the date of final payment to Consultant under this Agreement. All such records and
<br />invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
<br />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
<br />all work, data, documents, proceedings, and activities related to this Agreement for a period of
<br />three (3) years from the date of 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
<br />use or disclose such information except in the performance of this Agreement, and further agrees
<br />to exercise the same degree of care it uses to protect its own information of like importance, but
<br />in no event less than reasonable care. "Confidential Information" shall include all nonpublic
<br />information. Confidential information includes not only written information, but also information
<br />transferred orally, visually, electronically, or by other means. Confidential information disclosed
<br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement.
<br />The foregoing obligations of non-use and nondisclosure shall not apply to any information that
<br />(a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant
<br />City of Santa Ana RFP 24-003
<br />Closed Circuit Television (CCTV) Inspection of Sanitary Sewers
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