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under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with <br />limits not less than $1,000,000 per accident. <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 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 without thirty <br />(30) days prior written notice to the City. Ten (10) days notice if cancellation is due to <br />non-payment of premium. <br />d. If Consultant fails or refuses to produce or maintain the insurance required by this section or <br />fails or refuses to furnish the City with required proof that insurance has been procured and is in force and <br />paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such <br />termination shall not affect Consultant's right to be paid for its time and materials expended prior to <br />notification of termination. Consultant waives the right to receive compensation and agrees to indemnify <br />the City for any work performed 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, <br />employees, and special counsel from liability for personal injury, or just compensation, arising out of <br />claims for personal injury, including death, and claims for property damage, to the extent they arise from <br />the negligent or willful misconduct in the performance of operations or errors or omissions of the <br />Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf <br />which relates to the services described in section 1 of 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 <br />disclose such information except in the performance of this Agreement, and further agrees to exercise the <br />same degree of care it uses to protect its own information of like importance, but in no event less than <br />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 sources; <br />(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidentiality (d) is required to be disclosed by <br />operation of law; or (e) is independently developed by the Consultant without reference to information <br />disclosed by the City. <br />25C-5 <br />