|
CITY OF SANTA ANA
<br />representative of the City to examine, audit, and make transcripts or copies of such records and any other
<br />documents created pursuant to this Agreement during regular business hours. Consultant shall allow
<br />inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of
<br />three (3) years from the date of final payment to Consultant under this Agreement.
<br />CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information is reasonably
<br />understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such
<br />information except in the performance of this Agreement, and further agrees to exercise the same degree of
<br />care it uses to protect its own information of like importance, but in no event less than reasonable care.
<br />"Confidential Information" shall
<br />include all nonpublic information. Confidential information includes not only written information, but also
<br />information transferred orally, visually, electronically, or by other means. Confidential information disclosed
<br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing
<br />obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in
<br />publicly available
<br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
<br />possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by
<br />operation of law; or (e) is independently developed by the Consultant without reference to information
<br />disclosed by the City.
<br />CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which
<br />would conflict in any manner with performance of services specified under this Agreement.
<br />NON-DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military
<br />and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law,
<br />in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment
<br />related activities or any services provided under this Agreement. Consultant affirms that it is an equal
<br />opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
<br />EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Contractor, and
<br />supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
<br />between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail.
<br />This Agreement may not be modified except by written instrument signed by the City and by an authorized
<br />representative of Contractor. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br />obligate Consultant or the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting
<br />on behalf of any party, which is not embodied herein.
<br />ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may
<br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City
<br />and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be
<br />considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any
<br />COST OF SERVICE STUDY 28
<br />
|