FULL AGENDA PACKET_2021-04-20 - Laserfiche WebLink

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arising front the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the CONSULTANT. S. iNTEi LECTUAi. PROPERTY INDEMNIFICATION CONSULTANT shall delend and indemnify the CiTY, its officers, agents, representatives, and employees against any and all liability. including costs, for intringenicnt of any Urlacd States' letters patent, trademark, or copyright intiingenrent, including costs, contained in the work product or documents provided by CONSULTANT to the CITY pursuant to this Agreement. 9. RECORDS CONSULTANT shall keep records and invoices in connection with the work to be performed under this Agreement. CONSULTANT shall maintain Coln plete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbut-sente»ts charged to the CiTY for a minimum period of three (3) years, or lot any longer period required by law, from the date of tinal payment to CONSULTANT under this Agrccmcnt. All such records and invoices shall be cically identitiable. CONSU1,1 AN I shall allow a representative of the Cll'Y to examine, audit, and make transcripts or copies of suds records and any other documents created pursuam to this Agreement during regular business hntrr-. CONSULTANT shall allow inspection of all worli, data, documents, proceedings, and aetivitics rvlatcd to this Agrccmcnt for a period of three (3) ycals front the date offinal payment to CONSULTANT Undcr this Agrccmcnt. to. CONFIDENTIALITY Ih CONSULTANT receives from the CITY information which clue to the nature of such information is reasonably understood to be conlidcattial and/orproprictary, CONSULTANT agrees that it shall nOCtlse ordisdose site[) information except in the performance of this Agreement, and turtlicr ac,rces to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Conlideluial III [on nation" shall include all nonpublic information. Corofidcotial information includes not only wriucn infimrration, btu also infinntatioo uansfuncd orally, visually, cleclromeally, or by other means. Confidential information disclosed to either party b-y any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-usc and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault ofthe CONSUL I AN I' disclosed in a publicly available source, (c) is in right Ll possession ol' the CONSULTANT without an obligation of confidentiality (d) is required do be diSCIOSCd by operation of law; or (c) is independently develOped by the CONSULTANT without reference to information disclosed bythc CITY. It. CONFLICT OF INTEREST CLAUSE CONSULTANT covenants that it presently has no itucrests and shall no[ have interests, direct or indirect, which would conflict in any manner with performance of services. Conflict may be further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. City Council 24 — 6 4/20/2021 Page 4 of 8