Laserfiche WebLink
employees against any and all liability, including costs, for infringement of any United States' <br />letters patent, trademark, or copyright infringement, including costs, contained in the work product <br />or documents provided by Contractor to the City pursuant to tis Agreement. <br />10.RECORDS <br />Contractor shall keep records and invoices in connection with the work to be performed <br />under t's Agreement. Contractor shall maintain complete and accurate records with respect to <br />the costs incurred under this Agreement and any services, expenditures, and disbursements <br />charged to the City for a rninirnum period of three (3) years, or for any longer period required by <br />law, from the date of final payment to Contractor under tis Agreement. All such records and <br />invoices shall be clearly identifiable. Contractor shall allow a representative of the City to <br />examine, audit, and make transcripts or copies of such records and any other documents created <br />pursuant to tbis Agreement during regular business hours. Contractor shall allow inspection of all <br />work, data, documents, proceedings, and activities related to this Agreement for a period of tbree <br />(3) years from the date of final payment to Contractor under this Agreement. <br />11.CONF[DENTIALITY <br />If Contractor receives from the City information which due to the nature of such <br />infomiation is reasonably understood to be confidential and/or proprietary, Contractor agrees that <br />it shall not use or disclose such information except in the performance of this Agreement, and <br />further agrees to exercise the same degree of 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 />information transferred orally, visually, electronically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and/or agent of the other party is covered <br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any <br />information that (a) has been disclosed in publicly available sources; (b) is, tmough no fault of the <br />Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) <br />is independently developed by the Contractor without reference to infornnation disclosed by the <br />City. <br />12.CERTIFICATIONS <br />The funds used to pay for this Agreement will be partly comprised of federal grant funds. <br />Contractor agrees and understands that it will comply with the terms of the Certifications, noted <br />as Attachments A-I from the RFP, and attached hereto together as Exhibit D, and incorporated by <br />reference into this Agreement. Contractor shall keep itself informed of all City, State and Federal <br />laws and regulations which may, in any manner, affect the perfoimance of it services pursuant to <br />this Agreement. Contractor shall at all times, observe and comply with all such laws and <br />regulations. City and its officers and employees shall not be liable at law or in equity by reason <br />of the failure of the Contractor to comply with this paragraph.