FULL AGENDA PACKET_2021-03-16 - Laserfiche WebLink

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law, from the date offinal payment toContractor under this Agreement. All such records and invoices xhuU be clearly Nco1fiahlc. Contractor obuU uUo* u representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant tothis Agreement during regular business hours. Contractor shall allow inspection ofall work, data, documents, proceedings, and activities related tothis Agreement for aperiod ofthree (3)years from the date offinal payment toContractor under this Agreement. 11. CONFIDENTIALITY lfContractor receives frorn the City information which due to the nature of such information is reasonably understood 0obeconfidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but iunoevent less than reasonable care. ^^Coufidoutiu|Information" shall include all nonpublic iu5onnution. Confidential information includes not only written iutoonmiiou, but also information tmua{encd orally, visually, electronically, o, by other means. Confidential iuƒoonudon disclosed to either party by any subsidiary and/or agent ofthe other party is covered 6ythis Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (u)has been disclosed inpublicly available sources; (h)is, through uofault nfthe Contractor disclosed inupublicly available source; (o) is iurightful possession ofthe Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation o[law; or(c) is independently developed hy the Contractor without reference to in6`nnudon disclosed hythe 12. CONFLICT K»FINTEREST CLAUSE Contractor covenants that bpresently has no interests and shall not have interests, direct or indirect, which would conflict ioany manner with performance of services specified under this Agreement. [l DISCRIMINATION Contractor shall not discriminate because ofrace, color, creed, religion, oez marital status, sexual orientation, age, national origin, ancestry, mdisability, asdefined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral o,written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms nfthis Agreement shall prevail. This Agreement may not hmmodified except bywritten instrument signed hythe City and 6yunauthorized representative ofContractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent vvith, or in Page 5of0 City Council ;&m6mpjl8 3/16/2021 &oouy;