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<br /> (v) in the event of bankruptcy,whether voluntary or involuntary,of Consultant.
<br /> C. The Consultant may terminate this Agreement in the event that the City is
<br /> delinquent in paying any invoices for a period in excess of sixty(60)days.Termination shall be effective
<br /> thirty (30) days after notice is received by mail at the City's office unless the City has remedied said
<br /> failure(s)to the satisfaction of the Consultant.
<br /> d. If this Agreement is terminated without cause, Consultant shall be paid for the
<br /> reasonable value of the Services provided up to the time of such termination or suspension. From and
<br /> after Consultant's receipt of notice of termination, Consultant shall use all reasonable efforts tominimize
<br /> project costs and expenses, except to the extent the City's notice requested that certain services are
<br /> continued.
<br /> 5. 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 fiuther 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 /> 6. Owncrshiv of Records and Work Product.
<br /> a. All claim data is owned by the City.All claim electronic files,loss reports,payroll
<br /> information,and other documents and materials,aad all transactional level electronic data in the requested
<br /> format, shall be delivered to the City upon termination of this Agreement.
<br /> b. All products of undertaking and completing the Services and Consultant's duties
<br /> hereunder including, but not limited to, the study results, reports, drawings, photographs, photo
<br /> simulations,maps,plans,renderings,specifications,analyses,surveys,data,computer printouts,programs
<br /> and software, and all supporting documentation of such programs prepared in the performance of the
<br /> Services shall be the property of City, and shall be delivered to City before final payment and the
<br /> completion of performance or any earlier termination under this Agreement.
<br /> 7. Indemnification.
<br /> a. The Consultant agrees to indemnify,defend and hold harmless the City,and/or their
<br /> respective officers,members,agents,and employees from.any and all loss,liability,claim, demand,cause �
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