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<br /> IPS Parking Meter Field Trial Agreement
<br /> obligations stated in this Agreement shall be extended by the number of days of
<br /> delay caused by the event. If the required notice is not given by the delayed
<br /> party, no time extension shall be granted.
<br /> 12.Confidentiatitv. The equipment provided by IPS contains intellectual property,
<br /> copyrights and trade secrets that do not exist in the public domain ("Confidential
<br /> Information"). Therefore, the CITY agrees that it will not agree, assist, or sell any
<br /> equipment or allow any third party to gain access to equipment, software,
<br /> documentation provided by IPS for the purposes of reverse engineering or
<br /> evaluation without the written consent of IPS. Notwithstanding the foregoing, IPS
<br /> acknowledges that CITY is a public agency that is subject to the Brown Act (Gov.
<br /> Code Section 54950 et seq.) and that this Agreement or portions thereof may be
<br /> subject to public disclosure without notice to IPS. Further, IPS acknowledges that
<br /> CITY is subject to document requests pursuant to the California Public Records
<br /> Act and Freedom of Information Act ("Acts"). CITY shall notify IPS within five (5)
<br /> business days of receiving a request under the Acts for any records which would
<br /> constitute Confidential Information and to the extent allowed by law, CITY shall
<br /> apply exceptions to disclosure of the Confidential Information that are applicable
<br /> under the Acts. If a suit is filed by a member of the public with respect to any
<br /> such request, CITY will cooperate in any action to intervene filed by IPS.
<br /> Notwithstanding any provision in this Agreement to the contrary, IPS will
<br /> indemnify and hold harmless CITY for any and all costs and attorney fees
<br /> awarded to a prevailing plaintiff arising out of or related to a suit which result from
<br /> CITY's actions, taken at IPS's request, in compliance with this provision in
<br /> protecting the Confidential Information from public disclosure.
<br /> 13.Indemnification bv IPS. IPS shall, to the fullest extent allowed by law, with
<br /> respect to the performance of this Agreement, defend with counsel acceptable to
<br /> City, indemnify, and hold City, its officers, employees, agents, and volunteers
<br /> ("Indemnitees"), harmless from and against any and all claims that arise out of,
<br /> pertain to, or relate to the negligence, recklessness, or willful misconduct of IPS,
<br /> subcontractor, or anyone directly or indirectly employed by any of them or
<br /> anyone for whose acts any of them may be liable ("Claims"). IPS will bear all
<br /> losses, costs, damages, expense and liability of every kind, nature and
<br /> description, including attorneys' fees, experts fees, court costs and
<br /> disbursements, that arise out of, pertain to, or relate to such Claims, whether
<br /> directly or indirectly ("Liability"). Such obligations to defend, hold harmless and
<br /> indemnify the City shall not apply to the extent that such Liability is caused by the
<br /> sole negligence or willful misconduct of the City.
<br /> With respect to third party claims against the City, IPS waives any and all rights
<br /> of any type of express or implied indemnity against the Indemnitees.
<br /> However, notwithstanding the foregoing, in accordance with California Civil Code
<br /> Section 1668, nothing in this Agreement shall be construed to exempt the City
<br /> from its own fraud, willful injury to the person or property of another, or violation
<br /> of law.
<br /> ATTY/AGR.2015.184/IPS Group, InC. Page 5 of 8
<br /> REV:08-20-15 VR
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