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8. COMPLIANCE WITH LAWS <br />CONTRACTOR represents and warrants that services to be provided under this CONTRACT <br />shall fully comply, at CONTRACTOR'S expense, with all standards, laws, statutes, restrictions, <br />ordinances, requirements, and regulations (collectively "laws"), including, but not limited to <br />those issued by CITY in its governmental capacity and all other laws applicable to the services <br />are provided to and accepted by CITY. <br />9. CONFIDENTIALITY <br />CONTRACTOR agrees to maintain the confidentiality of all CITY and CITY-related records <br />and information pursuant to all statutory laws relating to privacy and confidentiality that <br />currently exist or exist at any time during the term of this CONTRACT. All such records and <br />information shall be considered confidential and kept confidential by CONTRACTOR and <br />CONTRACTOR'S agents and employees. <br />10. INDEMNIFICATION <br />CONTRACTOR agrees to indemnify, defend and hold harmless CITY, its officers, agents and <br />employees against any and all liability, claims, actions, causes of action or demands, arising <br />from or related to the services, products or other performance provided by CONTRACTOR <br />pursuant to this CONTRACT whether or not caused in part by a party indemnified hereunder, <br />except for CITY's sole active negligence or willful misconduct. <br />11. CHANGE OF OWNERSHIP <br />CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTOR'S <br />business prior to completion of this CONTRACT, the new owners shall be required under <br />terms of sale or other transfer to assume CONTRACTOR'S duties and obligations contained in <br />this CONTRACT and complete them to the satisfaction of CITY. <br />12. FORCE MAJEURE <br />CONTRACTOR shall not be assessed with liquidated damages or unsatisfactory performance <br />penalties during any delay beyond the time named for the performance of this CONTRACT <br />caused by any act of God, war, civil disorder, employment strike or other reasonable control, <br />provided CONTRACTOR gives written notice of the cause of the delay to CITY within 36 hours <br />of the start of the delay and CONTRACTOR avails himself of any available remedies. <br />IN WITNESS WHEREOF, the parties hereto have caused this CONTRACT to be executed <br />the day and year first above-written. <br />CITY OF SANTA ANA ("CITY") GEOSPATIAL TECHNOLOGIES, INC. <br />("CONTRACTOR") <br />APPROVED AS TO CONTENT: By <br />BY. <br />25P-7 <br />