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(i) Consultant shall maintain all insurance required above in full force and <br />effect for the entire period covered by this Agreement. <br />(ii) Certificates of insurance shall be furnished to the City upon execution of <br />this Agreement and shall be approved in form by the City Attorney. <br />(iii) Certificates and policies shall state that the policies shall not be canceled <br />or reduced in coverage or changed in any other material aspect without <br />thirty (30) days prior written notice to the City. <br />e. 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 has been <br />procured and is in force and paid for, the City shall have the right, at the City's election, to <br />forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be <br />paid for its time and materials expended prior to notification of termination. Consultant waives <br />the right to receive compensation and agrees to indemnify the City for any work performed <br />prior to approval of insurance by the City. <br />6. INDEMNIFICATION <br />Each party to this agreement shall agree to defend, indemnify, and hold harmless the <br />other party, its officers, agents, employees, and volunteers, from and against all loss, cost, and <br />expense arising out of any liability or claim of liability, sustained or claimed to have been <br />sustained, arising out of the activities, or the performance or nonperformance of obligations <br />under this agreement, of the indemnifying party, or those of any of its officers, agents, <br />employees, or volunteers. The provisions of this article do not apply to any damage or loss <br />caused solely by the negligence or intentional acts of the non - indemnifying party or any of its <br />agents or employees. <br />7. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and /or proprietary, Consultant agrees <br />that it shall not use or disclose such information except in the performance of this Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own information of <br />like importance, but in no event less than reasonable care. "Confidential Information" shall <br />include all nonpublic information. Confidential information includes not only written <br />information, but also information transferred orally, visually, electronically, or by other means. <br />Confidential information disclosed to either party by any subsidiary and/or agent of the other <br />party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure <br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) <br />is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the City. <br />SAC -09 -054 <br />4.1(4) <br />