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