|
DocuSign Envelope ID: FC7E9346.8A22-4923•BD05-M3CA0439841
<br />2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or
<br />willfi l misconduct of the Consultant. Notwithstanding the foregoing, with respect to any
<br />professional liability claim or lawsuit, this indemnity does not include providing the primary
<br />defense of City, provided, however, Consultant shall be responsible for City's defense costs to
<br />the extent such costs are incurred as a result of Consultant's negligence, recklessness or willful
<br />misconduct.
<br />10, INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
<br />representatives, and employees against any and all liability, including costs, and attorney's fees,
<br />for infringement of any United States' letters patent, trademark, or copyright contained in the work
<br />product or documents provided by Consultant to the City pursuant to this Agreement.
<br />11. RETENTION OF RECORDS/AUDIT
<br />For the purpose of determining compliance with Public Contract Code 10115, et seq. and
<br />Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable, and
<br />other matters connected with the performance of this Agreement, pursuant to Government Code
<br />8546.7, Consultant, subconsultants, and City shall maintain and make available for inspection all
<br />books, documents, papers, accounting records, and other evidence pertaining to the performance
<br />of the Agreement, including but not limited to, the costs of administering the Agreement. All
<br />parties shall make such materials available at their respective offices at all reasonable times during
<br />the Agreement period and for three years from the date of final payment under the Agreement. The
<br />state, State Auditor, City, FEWA, or any duly authorized representative of the Federal Government
<br />shall have access to any books, records, and documents of Consultant and its certified public
<br />accountants work papers that are pertinent to the contract and indirect cost rates (ICR) for audit,
<br />examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished
<br />if requested.
<br />12. AUDIT REVIEW PROCEDURES
<br />a. Any dispute concerning a question of fact arising tinder an interim or post audit of
<br />this Agreement that is not disposed of by mutual agreement shall be reviewed by
<br />the City.
<br />b. Not later than 30 days after issuance of the final audit report, Consultant may
<br />request a review by the City of unresolved audit issues. The request for review will
<br />be submitted in writing, submitted to the project manager of RFP.
<br />C,, Neither the pendency of a dispute nor its consideration by City will excuse
<br />Consultant from frill and timely performance in accordance with the terms of this
<br />Agreement.
<br />13. 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 agrees that
<br />it shall not use or disclose such information except in the performance of this Agreement, and
<br />farther agrees to exercise the same degree of care it uses to protect its own information of like
<br />Page 9
<br />
|