OLIVER, TERESE S. - 2012 - Laserfiche WebLink

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6. INSURANCE Attorney shall provide proof to the City Attorney of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorney fails or refuses to produce and maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Attorney's right to be paid for its time and materials expended prior to notification of termination. 7. INDEMNIFICATION Attorney agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of Attorney's negligent or wrongful performance or conduct of this Agreement. 8. CONFIDENTIALITY If Attorney receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Attorney agrees that she shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care she uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Attorney covenants that she presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, California 92702 -1988 telefacsimile (714) 647 -6956 Courtesy Copies to: City Attorney C/O Office of the City Attorney City of Santa Ana 20 Civic Center Plaza. (M -29) P.O. Box 1988 Santa Ana, California 92702 Telefacsimile (714) 647 -6515 2