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9. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Consultant shall defend and indemnify the City, its officers, agents, <br />representatives, and employees against any and all liability, including costs, for <br />infringement of any United States' letters patent, trademark, or copyright infringement, <br />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 <br />performed under this Agreement. Consultant shall maintain complete and accurate <br />records with respect to the costs incurred under this Agreement and any services, <br />expenditures, and disbursements charged to the City for a minimum period of three (3) <br />years, or for any longer period required by law, from the date of final payment to <br />Consultant under this Agreement. All such records and invoices shall be clearly <br />identifiable. Consultant shall allow a representative of the City to examine, audit, and <br />make transcripts or copies of such records and any other documents created pursuant to <br />this Agreement during regular business hours. Consultant shall allow inspection of all <br />work, data, documents, proceedings, and activities related to this Agreement for a period <br />of 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 <br />information is reasonably understood to be confidential and/or proprietary, Consultant <br />agrees that it shall not use or disclose such information except in the performance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its <br />own information of like importance, but in no event less than reasonable care. <br />"Confidential Information" shall include all nonpublic information. Confidential information <br />includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by <br />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 <br />(a) has been disclosed in publicly available sources; (b) is, through no fault of the <br />Consultant disclosed in a publicly available source; (c) is in rightful possession of the <br />Consultant without an obligation of confidentiality; (d) is required to be disclosed by <br />operation of law; or (e) is independently developed by the Consultant without reference <br />to information disclosed by the City. <br />12. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services <br />City of Santa Ana - RFP 24-085 <br />AMI Implementation Support Services <br />Page 22 of 32 <br />