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Consultant shall defend and indemnify the City, its officers, agents, representatives,
<br />and employees against any and all liability, including costs, for Infringement of any United
<br />States' letters patent, trademark, or copyright infringement, including costs, contained in
<br />the work product or documents provided by Consultant to the City pursuant to this
<br />Agreement.
<br />10. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Consultant shall maintain complete and accurate records with
<br />respects to the costs Incurred under this Agreement and any services, expenditures, and
<br />disbursements charged to the City for a minimum period of three (3) years, or for any
<br />longer period required by law, from the date of final payment to Consultant under this
<br />Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow
<br />a representative of the City to examine, audit, and make transcripts or copies of such
<br />records and any other documents created pursuant to this Agreement during regular
<br />business hours. Consultant shall allow inspection of all work, data, documents, proceedings,
<br />and activities related to this Agreement for a period of three (3) years from the date of final
<br />payment to Consultant under this Agreement.
<br />11. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Consultant
<br />agrees that it shall not use or disclose such information except in the performance of this
<br />Agreement, and further agrees to exercise the same degree of care it uses to protect its
<br />own information of like importance, but in no event less than reasonable care. "Confidential
<br />Information" shall include all nonpublic information. Confidential information includes not
<br />only written Information, but also information transferred orally, visually, electronically, or
<br />by other means. Confidential information disclosed to either party by any subsidiary and/or
<br />agent of the other party is covered by this Agreement. The foregoing obligations of non-use
<br />and nondisclosure shall not apply to any information that (a) has been disclosed In publicly
<br />available sources; (b) is, through no fault of the Consultant disclosed in a publicly available
<br />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
<br />developed by the 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,
<br />direct or indirect, which would conflict In any manner with performance of services specified
<br />under this Agreement.
<br />13. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and
<br />prohibited by applicable law, in the recruitment, selection, training, utilization, promotion,
<br />termination or other employment related activities. Consultant affirms that it is an equal
<br />opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />City of Santa Ana — Revenue Auditing, Recovery, Reporting, Analysis, and Legislative/Slate Agency
<br />Liaison and Implementation Monitoring Services
<br />Request for Proposals No. 20-126 Page 34
<br />October 1, 2020
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