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Exhibit 1
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against
<br />any and all liability, including costs, for infringement of any United States' letters patent, trademark, or
<br />copyright infringement, including costs, contained in the work product or documents provided by Consultant
<br />to the City pursuant to 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
<br />Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of
<br />three (3) years, or for any longer period required by law, from the date of final payment to Consultant under
<br />this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a
<br />representative of the City to examine, audit, and make transcripts or copies of such records and any other
<br />documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection
<br />of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3)
<br />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
<br />information except in the performance of this Agreement, and further agrees to exercise the same degree of
<br />care it uses to protect its own information of like importance, but in no event less than reasonable care.
<br />"Confidential Information" shall include all nonpublic information. Confidential information includes not only
<br />written information, but also information transferred orally, visually, electronically, or by other means.
<br />Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered
<br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information
<br />that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in
<br />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
<br />Consultant without reference to information disclosed by the City.
<br />12. CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which
<br />would conflict in any manner with performance of services specified under this Agreement.
<br />13. NON-DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation,
<br />age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment,
<br />selection, training, utilization, promotion, termination or other employment related activities. Consultant
<br />affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local
<br />laws and regulations.
<br />14. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Consultant, and
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