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12/09 <br />1. Unless otherwise provided in the terms of the grant or agreement, when copyright-able <br />material is developed in the course of or under a DOL Grant or agreement, the author and the CITY which <br />developed the work is free to copyright material or to permit others to do so. The EMPLOYER and the <br />Workforce Investment Board (WIB) shall have aroyalty-free, nonexclusive and irrevocable license to <br />reproduce, publish, use and to authorize others to use all copyrighted material. <br />2. The DOL reserves aroyalty-free, nonexclusive, and irrevocable license to reproduce, <br />publish or otherwise use, and to authorize others to use, for Federal Government purposes: (a) The copyright in <br />any work developed under any grant, sub-grant, or contract under a grant or subgrant; (b) Any right of copyright <br />to which a grantee, subgrantee or a EMPLOYER purchases ownership with grant support; and (c) EMPLOYER <br />shall comply with the requirements of 29 CFR Part 97.34. <br />C. Rights to Data. The DOL and the CITY shall have unlimited rights to any data first <br />procured or delivered under this Agreement. <br />9. Hold Harmless. The EMPLOYER shall indemnify, defend and hold harmless CITY, and its officers, <br />agents and employees, from and against any and all damages to property or injuries to or death of any <br />person or persons, including property and employees or agents of CITY, and shall indemnify, defend <br />and hold harmless CITY, and its officers, agents and employees, from any and all claims, demands, <br />suits, actions or proceedings of any kind or nature, including, but not limited to, workers' compensation <br />claims, resulting from or arising out of the negligent acts, errors or omissions of EMPLOYER, its <br />employees, agents or subcontractors. <br />1 O. Insurance. The EMPLOYER shall obtain at its sole cost and file with the City of Santa Ana -Santa Ana <br />W/O/R/K Center, upon execution of this Agreement, and maintain for the period covered by this <br />Agreement, a policy or policies of commercial general liability insurance or a certificate of such <br />insurance, satisfactory to the City Attorney of CITY, naming CITY, and its officers, agents and <br />employees, as insured or additional insured (see attached Additional Insured Endorsement, Exhibit C), <br />which provides coverage not less than that provided in the form of a comprehensive general liability <br />insurance policy against liability for any and all claims and suits for damages or injuries to persons or <br />property resulting from or arising out of operations of EMPLOYER, and its officers, agents, or <br />employees. Said policy or policies of insurance shall provide coverage for both bodily injury and <br />property damage in no less than One Million Dollars ($1,000,000). Said policy or policies shall also <br />contain a provision that no termination, cancellation or change of coverage or of insured or additional <br />insured shall be effective until after thirty (30) days notice thereof has been given in writing to CITY. <br />EMPLOYER shall give to CITY prompt and timely notice of claims made or suit instituted against said <br />policy. EMPLOYER shall procure and maintain at its own costs and expense, any additional kinds and <br />amounts of insurance which, in its own judgment, may be necessary for its proper protection. <br />11. Record Keevin>?. CITY, the State of California and the United States government and/or their <br />representatives shall have access for purposes of monitoring, auditing and examining of EMPLOYER' S <br />activities, performance, books, documents, papers, and records of EMPLOYER'S subcontractors, <br />bookkeepers and accountants, and employees and participants related to this Agreement. Such agencies <br />or representatives shall also schedule on-site monitoring in their discretion. Monitoring activities may <br />also include, but are not limited to, questioning employees and participants and entering any premises or <br />onto any site in which any of the services or activities funded hereunder are conducted or in which any <br />of the records of EMPLOYER aze kept. Nothing herein shall be construed to require access to any <br />privileged or confidential information as set forth in federal or state law. <br />In the event EMPLOYER does not make the above-referenced documents available within the City of <br />Santa Ana, California, EMPLOYER agrees to pay all necessary and reasonable expenses incurred by