ROADTRIP NATION ORG. - 2013 - Laserfiche WebLink

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CONSULTANT acknowledges that approval of and funding for this Agreement is contingent upon State approval, and funds received or obligated from the State of California to CITY. If such approval of funds is not forthcoming, or is otherwise limited, CITY shall immediately notify CONSULTANT. Within twenty (20) days of receipt of such notice, CONTRACTOR shall modify or cease operations as directed by CITY and negotiate necessary modification to this Agreement and/or reimbursement of costs incurred hereunder. 7. MISCELLANEOUS PROVISIONS A. CONSULTANT covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required hereunder. B. CONSULTANT certifies that it will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex or age, in compliance with Title VII of the Civil Rights Act of 1964 (P.L. 83-354) and Government Code 12900, et seq. 8. HOLD HARMLESS CLAUSE CONSULTANT agrees to indemnify, defend and hold harmless CITY, its officers, agents, employees, and volunteers from and against any and all loss or damage, and from any and all suits, actions and claims filed or brought by any person or persons arising out of acts or omissions of CONSULTANT or of any approved subcontractor or of the officers, agents, employees of CONSULTANT or of its subcontractors in the performance of this Agreement. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO OR ARISE OUT OF THIS MOU, THE BREACH THEREOF, OR A LOSS OF GOODWILL OR PROFITS RESULTING THEREFROM. EXCEPT IN CONNECTION WITH THE EXPRESS INDEMNITY OBLIGATIONS HEREUNDER, AND THEN, ONLY IN CONNECTION WITH THE GROSS NEGLIGENCE OR WILFULL MISCONDUCT OF A PARTY, EACH PARTY'S TOTAL LIABILITY HEREUNDER OR IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CITY TO CONSULTANT UNDER THIS AGREEMENT. 9. INSURANCE CONSULTANT shall obtain and maintain for the entire term of this Agreement comprehensive professional public liability insurance, in companies acceptable to the City, authorized to issue such insurance in the State of California. Said insurance shall consist of the following: a. Professional Liability Insurance. CONSULTANT agrees to obtain and keep in force during the term of this Agreement a policy of professional public liability insurance insuring the CITY and CONSULTANT against any liability for accident, injury or death arising out of or related to this Agreement. Such insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single SVI-115212v2 6