|
Consultant's Services are subject to Civil Code Section 27$2,8, the above indemnity shall be limited, to
<br />the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Consultant
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend, indemnify, and hold harmless City, its officers, agents, representatives,
<br />and employees against any and all liability or losses, including costs and attorney's fees, for infringement
<br />of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or
<br />documents provided or used by Consultant under this Agreement.
<br />9. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be perforn7ed under this
<br />Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred
<br />under this Agreement and any services, expenditures, and disbursements charged to the City for a
<br />minimum period ofthree (3) years, or for any longer period required by law, from the date of final payment
<br />to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
<br />Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
<br />such records and any other documents created pursuant to this Agreement during regular business hours.
<br />Consultant shall. allow inspection of all work, data, documents, proceedings, and activities related to this
<br />Agreement for a period of three (3) years from the date of final payment to Consultant under this
<br />Agreement.
<br />10. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
<br />disclose such information except in the performance of this Agreement, and farther agrees to exercise the
<br />same degree of. care it uses to protect its .own information of like importance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br />information includes not only written information, but also information transferred orally, visually,
<br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary
<br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
<br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
<br />(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
<br />possession of the Consultant an obligation of confidentiality; (d) is required to be disclosed by operation
<br />of law; or (e) is independently developed by the Consultant without reference to information disclosed by
<br />the City.
<br />1.1.. CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which ,would conflict in any manner with the perfornnance of services specified under this
<br />Agreement,
<br />12, NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be,
<br />in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
<br />4
<br />
|