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Last modified
3/2/2020 7:55:31 AM
Creation date
1/28/2020 9:17:33 AM
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Contracts
Company Name
CIVITAS
Contract #
N-2020-025
Agency
COMMUNITY DEVELOPMENT
Expiration Date
1/1/2021
Insurance Exp Date
8/6/2020
Destruction Year
2026
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misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of <br />whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount <br />of indemnification to be provided by the Consultant. <br />8. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees <br />against any and all liability, including costs, for infringement of any United States' letters patent, trademark, <br />or copyright infringement, including costs, contained in the work product or documents provided by <br />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 this <br />Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred <br />under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum <br />period of three (3) years, or for any longer period required by law, from the date of final payment to <br />Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant <br />shall allow a representative of the City to examine, audit, and make transcripts or copies of such records <br />and any other documents created pursuant to this Agreement during regular business hours. Consultant <br />shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement <br />for a period of three (3) years from the date of final payment to Consultant under this 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 the <br />same degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information" shall include all non-public 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 infonnation that (a) has been disclosed in publicly available sources; <br />(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession <br />of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of <br />law; or (e) is independently developed by the Consultant without reference to information disclosed by the <br />City. <br />It. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, <br />which would conflict in any manner with performance of services specified under this Agreement. <br />12. NON-DISCRIMINATION <br />
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