|
property rights arises by reason of the terns of, or cl"fects arising from this Agreement. City may nnnke
<br />all reasonable decisions with respect to its represetitad:ion in any legal proceeding. Notwilbsttanding the
<br />foregoing, to the extent Consultant's Service:; are subject to C'ivi'l (:ode Section 2782.8, the above
<br />indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out
<br />oF, pertain to, or rclatc to the ueglil ence, recklessness, or willful misconfttel of the Consultant.
<br />B. INTELLECTUAL PROPERTV INDERINIFlCATION
<br />Consultant shall defend and indemnity the City, its officers, agents, representatives, and
<br />employees against any anti all liability, includin- costs, lot- infringement of tiny Lnitcd States' letters
<br />patent, trademark, or copyright inlringermsnt, ineludhlg costs, contained in the work product or
<br />doctnncnts provided by Consultant to the Char pursuant to this Agreement.
<br />9, RECORDS
<br />Consultant shall keel) records and invoices in connection with the work to be performed tinder
<br />this Agreement, Consultant shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City fear
<br />at nnnintam period of three (3) rears, or for any longer period required by law, front the elate of final
<br />payment to Consul tail l, wider this Agreement, All sucla records and invoices shall be clearly identifiable.
<br />Consultant shall allow a re,presenttttive of the City to examine, audit, and make transcripts or copies of
<br />such records kind any othor documents crented pursuant to this Agreement (luring regular business hours.
<br />Consultant shall allow inspection ot'aull xork, data, doettnuenbs„ proceedings, and .activities related to this
<br />Agreement for a period of three (3) years from the date of final payment to Consultant under this
<br />Agreement.
<br />10. CONFIDENTIALITY
<br />if Consultant receivos from rile City information which Clue to the nature of suety infionnation is
<br />reasonably understood to be confidential randier proprietary, Consultant agrees that it shall not use or
<br />disclose such information except in the performance of this Agreement, and further agrees to exercise
<br />the same degree of care It uses to ,protect, its own information of like importance, but in no event less
<br />than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br />information includes not only written infiaination, but also information transferred orally, visually,
<br />electronically, or by other means, Confidential information disclosed to either party by any subsidiary
<br />u nillor agent of the other party is covered by this Agreement. The foregoing obligations of trot -case and
<br />nondisclosure shrill not aapply to any information that (a) has been disclosed in publicly available
<br />sources, (b) is, lhraragh no fault of 1110 Catnsultant disclosed in a publicly available source; (c) is in
<br />rightful possession of the Consultant without an obligation of coniidentitality; (d) is required to be
<br />disclosed by operation of law; or (e) is independently developed by the Consultant without referenee to
<br />informattiotl disclosed by the City.
<br />III CONFIAC'T OF INTEREST CLAUSE
<br />C "onsultanl covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which Would conflict it) any rnauuner with performance of services specified in Certifications,
<br />Exit !bit C. attached hereto and incorporated in this Agrecincm by refomnae,
<br />City of Santa Ana RFP 15 -105
<br />2.x'6'118
<br />
|