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f. If Consultant fails or refuses to produce or maintain the insurance required by this <br />section or fails or refuses to furnish the City with required proof that insurance <br />has been procured and is in force and paid for, the City shall have the right, at the <br />City's election, to forthwith terminate this Agreement. Such termination shall not <br />affect Consultant's right to be paid for its time and materials expended prior to <br />notification of termination. Consultant waives the right to receive compensation <br />and agrees to indemnify the City for any work performed prior to approval of <br />insurance by the City. <br />9. INDEMNIFICATION <br />Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, and representatives from liability for personal injury, malpractice, damages, <br />restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful <br />performance or conduct related to this Agreement. <br />10. CONFIDENTIALITY <br />All information and documents shared with Attorneys, as well as all work performed by <br />Attorneys in connection with this Agreement, should be treated as strictly confidential. Moreover, <br />all communications between Attorneys and City shall be treated as protected by the attorney -client <br />privilege and the attorney work product doctrine. Accordingly, information received by Attorneys <br />from City should be kept in a secure place, and no information about this work may be disclosed <br />to any third party without City's prior written approval. Attorneys shall provide materials directly <br />to the Executive Director of Human Resources and the City Attorney, or selected members of <br />his/her offices, as directed by the City Attorney and the Executive Director of Human Resources. <br />All such information and any written product in connection with Attorneys' retention under this <br />Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK <br />PRODUCT" and shall be the property of the City, and shall be returned/provided to the City with <br />all copies upon the request of the City Attorney or Executive Director of Human Resources. <br />Confidential information disclosed to either party by any subsidiary and/or agent of the other party <br />is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not <br />apply to any information that ( a) has been disclosed in publicly available sources; (b) is, through <br />no fault of the Attorneys, disclosed in a publicly available source; ( c) is in rightful possession of <br />the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation <br />of law; or (e) is independently developed by the Attorneys without reference to information <br />disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />Attorneys covenant that it presently has no interest and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement or which would constitute a violation of the Rules of Professional Conduct. <br />12. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />#22595vt 25i4-7 <br />