FULL AGENDA PACKET 2021-06-15 - Laserfiche WebLink

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COnsu113111 shall allow inspection of all work, data, Cloarments, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasnnahly understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such inRnTnation except in dre perRmnauux of this Agrecrtrent, and further agrees to cxcr-cisc the samee degree of caree it uses to protect its own information of likee importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement- The lbregoing obligations of non-use and rtondiselosurc shall not apply to any intirrmation that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (c) is independently developed by the COI1SIl1tant w-ithoit refcrerrec to information disclosed by the City. 12. CONFLiCT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any mamicr with perf>rmancc of services. Conflict may be titrthcr speciticd in Fxhibit C - Certifications, attached hereto and incorporated in this Agreement by reference. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creel, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, paining, utilization, promotion, termination or other crnplo}nnent related activities. Consultant affirms that it is an equal npporuuuity employer and shall comply with all applicable Icdcral, state end local laws and rc,"Ldations and as further specified in Exhibit C - Certifications_ attau:hcd hereto and incorporated in this Agreement by retcrence. 14. EXCh11SIVITV AND AMENDMENT This Agreement represents the complete Lind exclusive statcrnent between the. City and Consultant, and supersedes any and all other agreements, oral or Ariticn, between the parties. In the event of a conflict between the teams of this Agreement and any attachments hereto, the terns of this Agreement shall prevail. This Agreement may not be modified except b,y written insu-unuent signed by the City and by an authorized representative ol'Cunsulnun- The parties agree that any terns or conditions of any purchase order or other instminent that Fire inconsisten with, Or in addition to, the terns anti Condition.", hereof, shall not bind or obligate Consultant or the City. Lach party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or City Council 26 — 29 6/15/2021 City of Santa Ana lull' 21-004 Pagc A2-5