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Contractor shall limit the use and circulation of such information, even within its own organization, to the
<br />extent necessary to perform the services. The foregoing obligation of this Paragraph 5, however, shall not
<br />apply to any part of the information that (i) has been disclosed in publicly available sources of information;
<br />(ii) is, through no fault of the Contractor, hereafter disclosed in publicly available sources of information; (iii)
<br />is now in the possession of Contractor without any obligation of confidentiality; or (iv) has been or is
<br />hereafter rightfully disclosed to Contractor by a third party, but only to the extent that the use or disclosure
<br />thereof has been or is rightfully authorized by that third party.
<br />Contractor shall not disclose any reports, recommendations, conclusion or other results of the services or
<br />the existence of the subject matter of this contract without the prior written consent of the Agency. In its
<br />performance hereunder, Contractor shall comply with all legal obligations it may now or hereafter have
<br />respecting the information or other property of any other person, firm or corporation.
<br />6. Office Space and Clerical Support.
<br />Contractor shall provide its own office space and clerical support at its sole cost and expense.
<br />7. Covenant Against Contingent Fees.
<br />Contractor declares that is has not employed or retained any Agency or person, other that a bona fide
<br />employee working for Contractor, to solicit or secure this Agreement, that it has not paid or agreed to pay
<br />any Agency or person, other that a bona fide employee, any fee, commission, percentage, brokerage fee,
<br />gift or any other consideration, contingent upon or resulting from the award or making of the Agreement. For
<br />breach of violation of this warranty, Agency shall have the right to annul this Agreement without liability, or at
<br />its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount
<br />of such fee, commission, percentage, brokerage fee, gift or contingent fee.
<br />8. Ownership of Documents.
<br />All memoranda, reports, plans, specifications, maps and other documents prepared or obtained under the
<br />terms of this Agreement shall be the property of Agency and shall be delivered to Agency by Contractor
<br />upon demand.
<br />9. No Assignments.
<br />Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise
<br />specifically provided herein, or to which Agency, in its sole discretion, consents to in advance thereof in
<br />writing. Any assignment or subcontracting in violation of this provision shall be void.
<br />10. Maintenance of Records.
<br />Contractor shall maintain all books, documents, papers, employee time sheets, accounting records, and
<br />other evidence pertaining to costs incurred and shall make such materials available at its office at all
<br />reasonable times during the contract period and for three (3) years from the date of final payment under this
<br />Agreement, for inspection by Agency and copies thereof shall be furnished, if requested.
<br />11. Licenses, Permits, Etc.
<br />Contractor represents and declares to Agency that it has all licenses, permits, qualifications, and approvals
<br />of whatever nature that are legally required to practice its profession. Contractor represents and warrants to
<br />Agency that Contractor shall, at its sole cost and expense, keep in effect at all times during the term of this
<br />Agreement, any license, permit, or approval which is legally required for Contractor to practice its profession.
<br />12. Contractor's Insurance.
<br />Contractor shall provide insurance as set forth in Exhibit "A" entitled "Special Provisions" attached hereto
<br />and made a part thereof.
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