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CITY OF SANTA ANA
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<br />trademark, or copyright infringement, including costs, contained in the work product or documents
<br />provided by Consultant to the City pursuant to this Agreement.
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<br />RECORDS
<br />Contractor 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
<br />minimum period of three (3) years, or for any longer period required by law, from the date of final payment
<br />to 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 and any
<br />other documents created pursuant to this Agreement during regular business hours. Consultant shall allow
<br />inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the date of final payment to Consultant under this Agreement.
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<br />CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information is reasonably understood
<br />to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in
<br />the performance of this 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 Information” shall
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<br />include all nonpublic information. Confidential information includes not only written information, but also information
<br />transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by
<br />any subsidiary and/or 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 available
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<br />sources; (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 law; or (e) is
<br />independently developed by the Consultant without reference to information disclosed by the City.
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<br />CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would
<br />conflict in any manner with performance of services specified under this Agreement.
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<br />NON-DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation,
<br />gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status,
<br />age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection,
<br />teaching, training, utilization, promotion, termination or other employment related activities or any services provided
<br />under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
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<br />EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes
<br />any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of
<br />this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not
<br />be modified except by written instrument signed by the City and by an authorized representative of Contractor. The
<br />parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or
<br />in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have
<br />been made by any party, or anyone acting on behalf of any party, which is not embodied herein.
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<br />ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not
<br />assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any
<br />such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered SAMPLECity of Santa Ana RFP No. 23-090A Page 29 of 47
<br />EXHIBIT 1
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