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d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional <br />liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. <br />e. The following requirements apply to the insurance to be provided by Consultant pursuant to this <br />section: <br />(i) Consultant shall maintain all insurance required above in full force and effect for the <br />entire period covered by this Agreement. <br />(ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement <br />and shall be approved in form by the City Attorney. <br />(iii) Certificates and policies shall state that the policies shall not be canceled or reduced in <br />coverage or changed in any other material aspect without thirty (30) days prior written <br />notice to the City. <br />f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or <br />refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the <br />City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not <br />effect Consultant's right to be paid for its time and materials expended prior to notification of termination. <br />Consultant waives 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 />7. INDEMNIFICATION <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, <br />consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just <br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and <br />claims for property damage, which may arise from the direct or indirect operations of the Consultant or its <br />contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the <br />services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just <br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this <br />Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, <br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred <br />to in this Section or by reason of the terms of, or effects, arising from this Agreement. <br />8. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose <br />such information except in the performance of this Agreement, and further agrees to exercise the same degree of <br />care it uses to protect its own information of like importance, but in no event less than reasonable care. <br />"Confidential Information" shall include all nonpublic information. Confidential information includes not only <br />written 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 party is covered by <br />this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that <br />(a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a <br />publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; <br />(d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the City. <br />9. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, <br />which would conflict in any manner with performance of services specified under this Agreement. <br />2sE-7