01-15-2015 Council Packet - Laserfiche WebLink

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by CITY or others on extensions af the Project or on any other project. Any reuse by CITY or any other entity without written verification ar adapta.tion by CONSULTANT for the specific purpose intended will be at CITY'S sole risk, I. CONFIDENTIALITY CONSULTANT agrees to keep confidential and not to disclase to any person or entity, other than C4NSULTANT'S emplayees and subconsultants any information obtained from CITY nat previously in the public domain or not otherwise previously known to or generated by CONSULTANT. These provisions shall nat apply to information in whatever foxm that comes into the public domain through no fault of CONSULTANT; or is furnished ta CONSULTANT by a third party who is under no obligation to keep such information confidential; or is information for which the CONSULTANT is required ta provide by ]aw or authority with propex jurisdiction; or is informatian upon which the CONSULTANT must rely for defense of any claim or legal action. J. PAYMENTS If CITY fa.ils to make any payment due CONSULTANT for services and expenses within thirty-five days after date of the CONSULTANT'S invoice and there is no good faith dispute concerning the product ar the service, a service charge of one and one-half percent (1,5%) per month or the maximum rate permitted by law, whichever is less, will be charged an any unpaid balance. In additian after giving seven d�ys' written natice to GITY, CONSULTANT may, without waiving any claim ox right against the CITY and without incurring liability whatsoever to the CITY, suspend services and withhold project deliverables due under this Agreement until CONSULTANT has been paid in full all a.maunts due for services, expenses and charges, K. TERMINATION This Agreement may be terminated by either party for any reason or for convenience by either party upon seven ('7) days wxitten notice. In the event of termination,the CITY sha11 be obligated to the C�NSULTANT for payment of amaunts due and owing includin�payrnent for services performed or furnished to the date and time of termination, computed in accordance with Section III of this Ageement. L. CONTINGENT FEE The CONSULTANT wai7ants that it has not employed or retained any company or person, other than a boiaa fide employee working solely for the CONSULTANT to solicit or secure this Contract, and that it has not paid ar agreed to pay any company or person, other Chan a bona fide employee, any fee, cammission, percentage,brokerage fee, gift ox any other consideration, contingent upon or resulting from award or making af this Agreement. 157486v2 - Page 7 of 9