Agmt18 Gridsmart Technologies, Inc.

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14. Ownershio of Documents. Any reports and other material prepared by or on behalf of Consultant under this Agreement (collectively, the "Documents") shall be and remain the property of Consultant. City may request copies of such Documents, and to the extent Consultant agrees to provide copies of such Documents, Consultant grants to City a limited, nonexclusive and nontransferable license to use the Documents solely for noncommercial purposes of the City without further employment of or payment of any compensation to Consultant. 15. Consultant acknowledges that City is a public agency subject to the disclosure requirements of the California Public Records Act ("CPRA"). If confidential information is contained in documents, videos and/or other materials submitted by Consultant to City, and Consultant expressly claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information "CONFIDENTIAL" or "PROPRIETARY," and identify the specific lines or images containing the confidential information. In the event of a request for such information, the City will make reasonable efforts to provide notice to Consultant prior to such disclosure, allowing enough time for Consultant to seek a protective order, injunctive relief, or other appropriate remedy. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required at its own cost, liability, and expense to obtain a protective order, injunctive relief or other appropriate remedy from a court having jurisdiction over the matter at least two (2) days before City's deadline to respond to the CPRA request. City shall provide Consultant with all reasonable assistance, at Consultant's expense, in obtaining such protections. If Consultant fails to obtain such a remedy before the deadline for City's response to the CPRA request, City will disclose the requested information and shall not be liable or responsible for such disclosure. 16. Notices. The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Consultant under this Agreement. For City: City of Redwood City Attention: City Manager 1017 Middlefield Road Redwood City, CA 94063 (650) 780-7000 For Consultant: Jeffery Price Chief Technology Officer 10545 Hardin Valley Rd, Knoxville, TN USA 37932 (865)482-2112 Except as otherwise stated, all notices to be provided or that may be provided under this Agreement must be in writing and delivered by regular and certified mail. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. Conflict of Interest. Conflict of Interest Code is agents, or subcontractors, REV: 06-29-18 PR If disclosure under the Political Reform Act and City's required of Consultant or any of Consultant's employees, Consultant or Consultant's affected employees, agents, or Page 6 of 11 ATTY/AGR.2018.147/Gridsmart Technologies Inc.