Agmt21 Cleverciti Systems, Corp.

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NEITHER PARTY SHALL BE LIABLE OR RESPONSIBLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. 21. Maintenance of Records. Contractor will maintain complete and accurate records with respect to any costs that are explicitly offered on a cost-plus or at -cost billing model (i.e. Connectivity Charges). All records will be clearly identifiable. Such records will not be Deliverables prepared for City and will be Contractor Documents for purposes of this Agreement. Nothing herein will convert such records into public records, and they will be available only to City and any specified public agencies. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of these records. Contractor will allow City to inspect all such records for a period of three (3) years from the date of final payment under this Agreement. 22. Publicity. 22.1 Both parties agree to timely and comprehensively inform each other about any planned publications concerning the joint project, in order to ensure the protection of their respective legal interests. 22.2 Contractor shall be entitled to use City's name and logo as a reference customer on Contractor's website as well as in Contractor's customer presentations. 22.3 In the case of publication the parties shall comply with the mutually used trademark and copyright notices. 23. Legal Construction. 23.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of the State of California. 23.2 This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting Party shall not be applicable to this Agreement. 23.3 The article and section, captions and headings herein have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction. 23.4 Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural. REV: 12-10-2020 SK ATTY/AGR.2020.2821CIeverciti (Parking Guidance System Project) (Page 16 of 54)