CONTEMPORARY SERVICES CORPORATION

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C ,agreement Statement 9 Proposal shall include a statement outlining your concurrence or reference to concerns previ- ously submitted with any and all provisions as contained in EXHIBIT II - Sample Agreement of this RFP (if any). RFOPON.111e CSC's proposed exceptions to the Sample Agreement are listed below and on the following pages. The following serves as Contemporary Services Corporation's (CSC) Exceptions to the City of Santa Ana Request for Proposal for Security Services for City Special Events (RFP#24-138). Deletions to the text of the Solicitation are noted with a strikethrough. Additions to the text of the Solicitation are noted by italicized and underlined text, Explanations for revisions or clarifications are noted in italicized text. Text not referred to or included herein is deemed acceptable and unmodified. RFP Page 13 of 33 R. OWNERSHIP OF DOCUMENTS The City has permanent ownership of all directly connected and derivative materials produced under this contract by the Contractor. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the City and may be used by the City as it may require without additional cost to the City. Contractor shall provide the City copies of documents upon its request at any time.None of the documents,reports and other incidental or derivative work or famished materials shall be used by the Contractor without the express written consent of the City. Nohvithstanding this provision, however- Citi,acknowledges and a Lees that materials j-e orts and other documentation of' anv kind generated wvith the ordinary course and scope of�CSC's business o)erations (including but not limited to event file documentation incident re ortspersonnel .les etc.), and communications and documents are.subject to attorne client privilege and attorney work product privileges and are not srrhiect to disclosure. The Cit; fin acknowled es that documents classified as trade secrets (including but not limited to training materials and operational procedures) under the Uni orm Trade Secret.4ct and Cali brrtia Uni ornz Trade Secret.4ct are excluded koin disclosure under thisProvision- CSC rest3eq/ul4y requests that the language above be added to this provision, to ensirre that documentation prepared in the ordinary course and scope of its business operations remain its Business records. This practice would be consistent with the rrrairrtetianc e of CSC' irrdeperrdejit contractor relatioiiship with Cittl, Further; CSC reserves to the right to exclude protected as trade secrets under the Uniforrrr Trade Secrets Act and the California Uniform Trade Secret Acts(Cal. Civil Code§3426- 3426.I1) as these documents ivere developed through the tears of investment by CSC to create and maintain policies and prvicedw-es that are the industry standard curd for which other-companies would need tears of time and dedicated financial resources to duplicate. EXHIBIT H SAMPLE AGREEMENT RFP Page 21 of 33 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to,physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this 7 This item contains and consists of confidential and proprietary information belonging to Contemporary Services Corporation and is not to be reproduced,copied,or used without its express written permission. 9