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8. INTELLU-111 UAL PROPERTY INDEMNIFICATJON
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives,, and
<br />employees against any and all liability, including costs,. for infringement of any United States'
<br />letters patent, trademark, or copyright infringernent, including costs, contained in the work product
<br />or documents provided by Consultant to the City pursuant to this Agreement,
<br />9. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be perfonned
<br />on(Jer ihis A,recnicnj, i l � a nunn colliffloc arld accurate; records witli speci to
<br />pil Sh il T1, j
<br />the costs, incurred under this Agreement and any services, expenditures, and disbursen,lents
<br />charged to the City for a minitnum period of'three (3) years, or for any longer period required by
<br />law, from the date of final payment to Consultant Linder this Agreement. All such records and
<br />invoices shall be, clearly identifiable. COMSUItant shall allow a representative of the City to
<br />examine, audit, and make transcripts Or copies of such records and any other dOCL11111ellts cre Ated
<br />pursuant to this Agreement during regular business hours. Consultant shall allow, inspection of all
<br />work, data, documents, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the data of firial payment to Consultant under this Agreement,
<br />CON FIDENTIA LIT V
<br />If Consultant receives 1"rolu the Oly in.forniatiol,i, which due to [lie nature of* such
<br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
<br />it shall not use or disclose such infonriation except in file per-forniance of this Agreement, and
<br />('urther agrees to exercise the same degree ol'care it uses to protect its own information of like
<br />importance, but in no event less than reasonable care. "Confidential Information"" shall include all
<br />nonpublic information. Confidential information includes not only, written information, but also
<br />inf'ormation, transfbrred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either party by any subsidiary arid/or agent of the other party is covered
<br />by this Agreement, 'rhe foregoing obligations of non-use and nondisclosure shall not apply to any
<br />inforination that a) has been disclosed in publicly available sources; (b) is, through no fault of the
<br />(-otisultant dischosed Ho a pul)licly avallabic sourcc,, (c) is in rfghtfiil possessiorl 4If di c consuh ant
<br />without an obligation of confidentiality; (d) is required to be disclosed by operation oflaw; OT (C)
<br />is independently developed by the Consultant without reference to, information disclosed by the
<br />City.
<br />11. CONFLICTOF INTEREST CLAUSE
<br />Consultant covenants that, it presently has no interests and shall note have interests, direct
<br />or indirect, which Would conflict in any manner with perl'orniance of services specified under this
<br />Agreement,
<br />Consultant shall not discriminate because ofrace, color, creed, religion, sex, marital status,,
<br />City Council 13-86 3/18/2025
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