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b. Professional Liability (Errors and Omissions) insurance with a combined single limit of not <br />less than $1,000,000.00 per claim. <br />c. The following requirements apply to the insurance to be provided by Consultant pursuant to <br />this section: <br />(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 this Agreement <br />and shall be approved as to 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 />8. INDEMNIFICATION <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability for personal injury, damages, <br />just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, <br />including health, and claims for property damage, which may arise from the negligence, recklessness or <br />willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other <br />persons acting on their behalf which relates to the services described in section 1 of this Agreement. The <br />Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, <br />including fees and costs for special counsel to be selected by the City, regarding any action by a third <br />party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief <br />due to personal or property rights arises by reason of the terms of, or effects arising from this <br />Agreement. City may make all reasonable decisions with respect to its representation in any legal <br />proceeding. <br />9. 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 <br />disclose such information except in the performance of this Agreement, and further agrees to exercise <br />the same degree of care it uses to protect its own information of like importance, but in no event less <br />than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in <br />rightful 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 reference to <br />information 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 or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />3 <br />