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3. DELIVERY OF WORK PRODUCT —OWNERSHIP
<br />Auditor warrants and represents that it has the absolute right to enter into and perform this Agreement and will
<br />perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Auditor's
<br />contribution to the Project, including works to be produced by Auditor hereunder, will not infringe or
<br />misappropriate the proprietary or personal rights of any third person or party. Auditor shall deliver to City any
<br />work product which results from the services provided and which has been paid for in full. Said work product shall
<br />be submitted in hard copy and produced in a form compatible with City's information systems, as agreed between
<br />the Project Manager and Auditor.
<br />In regard to all material produced as a deliverable under this Agreement, including but not limited to records,
<br />papers, drawings, specifications, programs, systems and other materials prepared by Auditor, Auditor agrees, for
<br />itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material
<br />shall be the property of the City, and may not be copyrighted without prior review from the City, and ( b) the
<br />authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and
<br />employees acting within the scope of their official duties, as a condition of payment to the Auditor, a royalty -free,
<br />nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate,
<br />reproduce, and use such materials. For the avoidance of doubt, records as identified in this section does not
<br />include Auditor's workpapers which are proprietary information and access is restricted.
<br />7. INSURANCE
<br />4. Professional Liability (Errors and Omissions): Insurance appropriate to the Auditor's profession, with limit no
<br />less than $1,000,000 per ace rreRee claim, $2,000,000 aggregated.
<br />8. INDEMNIFICATION
<br />Auditor agrees to defend, and shall indemnify and hold harmless the City, and its officers and employees from
<br />liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may directly arise from the
<br />negligent n,,Fati RS gross negligence or willful misconduct of the Auditor, its subcontractors, agents, employees, or
<br />other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
<br />from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by
<br />reason of any breach of the terms of this Agreement. This indemnity and hold harmless agreement applies to all
<br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the negligent acts referred to in this Section or by reason of the breach of the terms of this
<br />Agreement. The Auditor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br />including fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects
<br />arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal
<br />proceeding. Notwithstanding the foregoing, to the extent Auditor's services are subject to Civil Code Section
<br />2782.8, the above indemnity and defense obligation shall be limited to the extent provided by Civil Code Section
<br />2782.8, and to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct
<br />of the Auditor. Auditor's indemnification obligations under this section shall not extend to claims arising from the
<br />sole negligence or willful misconduct of the City, and its officers and employees.
<br />City of Santa Ana RFP No. 24-009 Page 6 of 63
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