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limitation. defects in %Norkmanship and /or materials) or Consultant's presence or activities <br />conducted performing the work (including the negligent and/or willful acts, errors and/or <br />omissions of Consultant, its principals, officers, agents, employees, vendors. suppliers. <br />contractors. subcontractors, anyone employed directly or indirectly by any of them or for whose <br />acts thev may be liable for any or all of them). Notwithstanding the foregoing, nothing herein <br />shall be construed to require Consultant to indemnify the indemnified parties from any claim <br />arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity <br />shall apply to all claims and liability regardless of whether any insurance policies are applicable. <br />The policy limits do not act as a limitation upon the amount of indemnification to be provided by <br />the Consultant. <br />R. LAWS AND REGULATIONS <br />Consultant shall keep itself fully informed of and in compliance with all local, state and <br />federal laws. rules and regulations in an y manner affecting the performance of the Project or the <br />services and shall give all notices required by law. Consultant shall be liable for all violations of <br />such laws and regulations in connection with services. If the Consultant performs any work <br />knowing it to be contrary to such laws, rules and regulations and without giving written notice to <br />the City, Consultant shall be solely responsible for all costs arising wherefrom_ Consultant shall <br />defend, indemnify and hold City, its officials, directors, officers, employees and agents free and <br />harmless, pursuant to the indemnification provisions of this Agreement, from any claim or <br />liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. <br />9. 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 that <br />it shall not use or disclose such information except in the performance of this Agreement. and <br />further agrees to exercise the same degree of care it uses to protect its own information of like <br />importance, but in no event less than reasonable care. "Confidential Information" shall include <br />all nonpublic information. Confidential information includes not only written information, but <br />also information transferred orally, visually, electronically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and /or agent of the other party is covered <br />by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to <br />any information that (a) has been disclosed in publicly available sources: (b) is, through no fault <br />of the Consultant disclosed in a publicly available source: (c) is in rightful possession of the <br />Consultant without an obligation of co�fidentiality; (d) is required to be disclosed by operation of <br />law: or (e) is independently developed by the Consultant without reference to information <br />disclosed by the City. <br />10. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified wider this <br />Agreement. <br />it. NOTICE <br />Any notice, tender, demand, deliverv. 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 <br />mailed by first class or certified mail. postage prepaid, or sent by tcicfacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br />