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property rights arises by reason of the terms of, or effects arising from this Agreement. City may make <br />all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the <br />foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above <br />indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out <br />of, pertain to, or relate to the negligence, recklessness, or willfid misconduct of the Consultant. <br />8. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and <br />employees against any and all liability, including costs, for infringement of any United States' letters <br />patent, trademark, or copyright infringement, including costs, contained in the work product or <br />documents provided by Consultant to the City pursuant to this Agreement. <br />9. 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 costs <br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City for <br />a minimum period of three (3) years, or for any longer period required by law, from the date of final <br />payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. <br />Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of <br />such records and any other documents created pursuant to this Agreement during regular business hours. <br />Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this <br />Agreement for a period of three (3) years from the date of final payment to Consultant under this <br />Agreement. <br />10. 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 use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise <br />the same degree of care it uses to protect its own information of like importance, but in no event less <br />than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in <br />rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Consultant without reference to <br />information disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified in Certifications, <br />Exhibit C, attached hereto and incorporated in this Agreement by reference. <br />City of Santa Ana RFP 16 -044 <br />26tg22 b <br />