|
(9)
<br />CITY OF SANTA ANA
<br />in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code
<br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims
<br />that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, a ployees against
<br />any and all liability, including costs, for infringement of any United States' letters patent, ark, or copyright
<br />infringement, including costs, contained in the work product or documents provided nsultant 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
<br />Agreement. Consultant shall maintain complete and accurate records with respect to the cos
<br />Agreement and any services, expenditures, and disbursements char o the City for a mini
<br />(3) years, or for any longer period required by law, from the date 1 payment to Co
<br />Agreement. All such records and invoices shall be clearly identifiable.Ncd'
<br />taintll allow
<br />the City to examine, audit, and make transcripts or copies eother0
<br />pursuant to this Agreement during regular business hours spedocuments, proceedings, and activities related to this A ent for a
<br />final payment to Consultant under this Agreement.
<br />If Consultant receives from the City infl
<br />understood to be confidential and/or proprietary,
<br />except in the performance of this Agreement, <
<br />protect its own information of like im ortance, bt
<br />shall include all nonpublic infor Confid
<br />information transferred orally, vis is
<br />party by any subsidiary and/or age
<br />non-use and nondisclosure shall not to
<br />sources; (b) is, through o fault of the Co
<br />of the Consultant wit ligation of c
<br />independently develo sultant w
<br />this
<br />mrbsentative
<br />f three
<br />nsuer this
<br />reof
<br />ments created
<br />of all work, data,
<br />rs from the date of
<br />hic to the nature of such information is reasonably
<br />it agr t it shall not use or disclose such information
<br />greeNthaasonable
<br />rcise the same degree of care it uses to
<br />scare. "Confidential Information"
<br />includes not only written information, but also
<br />:the ns. Confidential information disclosed to either
<br />:overe by this Agreement. The foregoing obligations of
<br />tion that (a) has been disclosed in publicly available
<br />i a publicly available source; (c) is in rightful possession
<br />is required to be disclosed by operation of law; or (e) is
<br />ice to information disclosed by the City.
<br />I it presently has no interests and shall not have interests, direct or indirect, which
<br />performance of services specified under this Agreement.
<br />tan shal t discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orienta n, gender ide gender expression, gender, medical conditions, genetic information, or military and
<br />veteran status, age, nal origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitmen eaching, training, utilization, promotion, termination or other employment related activities
<br />or any servi ded under this Agreement. Consultant affirms that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Contractor, 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 Agreement
<br />City of Santa Ana RFP 24-051 Page 21 of 31
<br />
|