|
this Agreement.
<br />10. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed under this Agreement.
<br />Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any
<br />services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer
<br />period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices
<br />shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or
<br />copies of 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 Agreement for a
<br />period 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 information is reasonably
<br />understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except
<br />in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own
<br />information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all
<br />nonpublic information. Confidential information includes not only written information, but also information transferred
<br />orally, visually, 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 nondisclosure
<br />shall not apply to any information that (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 Consultant without an obligation of
<br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant
<br />without reference to information disclosed by the City.
<br />12. CONFLICT OF INTEREST CLAUSE
<br />a. In General. Consultant understands that its professional responsibility is solely to City. Consultant
<br />represents and warrants that it presently has no interest, and will not acquire any direct or indirect interest,
<br />that would conflict with its performance of this agreement. Consultant shall not employ or subcontract with
<br />a person having such an interest in the performance of this agreement.
<br />b. Subsequent Conflict of Interest. Consultant agrees that if an actual or potential conflict of interest on the
<br />part of Consultant is discovered after award, the Consultant will make a full disclosure in writing to the City.
<br />This disclosure shall include a description of actions, which the Consultant has taken or proposes to take,
<br />after consultation with the City to avoid, mitigate, or neutralize the actual or potential conflict. Within 45
<br />days, the Consultant shall have taken all necessary steps to avoid, mitigate, or neutralize the conflict of
<br />interest to the satisfaction of the City.
<br />C. Interests of City Officers and Staff. No officer, member or employee of City and no member of the City
<br />Council shall have any pecuniary interest, direct or indirect, in this agreement or the proceeds thereof.
<br />Neither Consultant nor any member of any Consultant's family shall serve on any City board or committee
<br />or hold any such position which either by rule, practice or action nominates, recommends, or supervises
<br />Consultant's performance of the Scope of Work or authorizes funding to Consultant.
<br />13. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age,
<br />national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training,
<br />utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal
<br />City of Santa Ana RFP 18-009
<br />2225
<br />
|