Item 13 - Agreement for Security Services for City Events

Home Browse Search

C Agreement Statement Proposal shall include a statement outlining your concurrence or reference to concerns previ- ously submitted with any and all provisions as contained in EXHIBIT II - Sample Agreement of this RFP (if any). RESPONSE: CSC's proposed exceptions to the Sample Agreement are listed below and on the following pages. The following serves as Contemporary Services Corporation's (CSC) Exceptions to the City of Santa Ana Request for Proposal for Security Services for City Special Events (RFP#24-138). Deletions to the text of the Solicitation are noted with a strikethrough. Additions to the text of the Solicitation are noted by italicized and underlined text. Explanations for revisions or clarifications are noted in italicized text. Text not referred to or included herein is deemed acceptable and unmodified. RFP Page 13 of 33 R. OWNERSHIP OF DOCUMENTS The City has permanent ownership of all directly connected and derivative materials produced under this contract by the Contractor. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the City and may be used by the City as it may require without additional cost to the City. Contractor shall provide the City copies of documents upon its request at any time. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the City. Notwithstanding this provision, however, City acknowledges and agrees that materials, reports, and other documentation of any kind generated with the ordinary course and scope of CSC's business operations (including but not limited to event fide documentation, incident reports, personnel files, etc.), and communications and documents are subject to attorney -client privilege and attorney work product privileges and are not subject to disclosure. The Ciu further acknowledges that documents classified as trade secrets (including but not limited to training materials and operational procedures under the Uniform Trade Secret Act and California Uniform Trade Secret Act are excluded from disclosure under this provision. CSC respectfully requests that the language above be added to this provision, to ensure that documentation prepared in the ordinary course and scope of its business operations remain its business records. This practice would be consistent with the maintenance of CSC s independent contractor relationship with City. Further CSC reserves to the right to exclude protected as trade secrets under the Uniform Trade Secrets Act and the California Uniform Trade Secret Acts (Cal. Civil Code § 3426- 3426.11) as these documents were developed through the years of investment by CSC to create and maintain policies and procedures that are the industry standard and for which other companies would need years of time and dedicated financial resources to duplicate. EXHIBIT II SAMPLE AGREEMENT RFP Page 21 of 33 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this 7 This item contains and consists of confidential and proprietary information belonging to Contemporary Services Corporation and is not to be reproduced, copied, or used without its express written permission. ff