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whatsoever connected with the performance of the Service by Daniels under this Agreement, except those claims, liabilities losses, damages and expenses occasioned by the sole and active negligence of the Hospital. 12. HOSPITAL'S INDEMNITY. Hospital shall indemnify, defend and hold harmless Daniels, its directors, officers and employees from and against any and all liabilities, losses, damages, claims, penalties, forfeitures, suits and costs and expenses of every character whatsoever incident thereto (including court costs, costs and expenses of defense, settlement, and reasonable attorney's fees) which it or they may hereafter incur, become responsible for or pay out as a result of death or bodily injuries to any person (including employees of Daniels and employees of the Hospital), destruction or damage to any property, or adverse effects on the environment or any violation of governmental laws, regulations or orders, caused in whole or in part, by, resulting from, arising out of, incidental to, or in any manner whatsoever connected with: (i) the Hospital's breach of any terms or provision of this Agreement; or (ii) any negligent or willful act or omission of the Hospital or its employees in the performance of this Agreement. 13. INSURANCE. Daniels shall carry, at its expense, the following insurance coverage: Coverage Worker's Compensation Public Liability (bodily injury and property damage) Insurance for owned, non -owned and hired motor vehicles Limits Statutory $2,000,000 combined Single Limit Limited for bodily injury and property damage 14. ACCESS TO RECORDS. Daniels shall permit, at all reasonable times, duly authorized representatives of the Hospital to inspect and have access to the books, records and documents pertaining to the performance of the Service for the purpose of auditing and verifying the performance of the Service, the charges for the Service, and the maintenance of records related to the Service. Such access by the Hospital's representative shall include the right to discuss such documentation with Daniels' personnel having knowledge of their contents and the right to copy such documentation. Daniels shall preserve all documentation pertaining to the Service for a period of three (3) years following completion of the Service rendered by Daniels to the Hospital. Likewise, the Hospital shall permit, at all reasonable times, duly authorized representatives of Daniels to inspect and have access to the books, records and documents of the Hospital that pertain to the Hospital's duties and obligations under this Agreement. Hospital shall preserve such information for three (3) years following termination of this Agreement. 15. CONFIDENTIALITY. The parties have separately and concurrently executed a Confidentiality and Non -Disclosure Agreement. All of the information shared by each party with the other regarding this Agreement and that parry's performance hereunder shall be deemed confidential and shall be subject to all of the terms and conditions of the separate Confidentiality and Non -Disclosure Agreement. "S" SERIES SHARPSMART COLLECTION AND DISPOSAL SERVICE AGREEMENT 4837-1/Sutter Tracy Community Hospital