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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 copyright
<br />infringement, including costs, contained in the work product or documents provided by Consultant to the City
<br />pursuant to this Agreement.
<br />9. RECORDS
<br />Consultant 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 under this
<br />Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three
<br />(3) years, or for any 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 a representative
<br />of the City to examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data,
<br />documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of
<br />final payment to Consultant under this Agreement.
<br />10. 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 care
<br />it uses to protect its 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 only written
<br />information, but also information transferred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either party by any subsidiary and/or agent of the other party is covered by this
<br />Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a)
<br />has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly
<br />available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is
<br />required to be disclosed by operation of law; or (e) is independently developed by the Consultant without
<br />reference to information disclosed by the City.
<br />11. 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 />12. NON-DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and
<br />local laws and regulations.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Consultant, and
<br />supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between
<br />the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This
<br />City of Santa Ana RFP 19-093
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