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<br />d.Final Invoice. Notwithstanding the method or reason for termination, BCG shall send
<br />a final invoice to Client within 15 days after the date of effective termination. Client
<br />shall pay all nondisputed amounts within 30 days of receipt of the final invoice.
<br />Disputed amounts shall be reconciled according to Section 9 of this agreement.
<br />5.Proprietary Information of Client. BCG agrees to maintain in confidence and treat
<br />as confidential any and all confidential, proprietary and trade secret information Client
<br />provides to BCG or is otherwise obtained by BCG from Client’s officers, directors, or
<br />employees, or from documentation for BCG’s performance of services under this
<br />Agreement. BCG agrees not to use said information or disclose said information to
<br />any third party without the prior written consent of Client. All intellectual and
<br />personal property, including but not limited to information, data, reports, software,
<br />maps, or other materials or writings, in whatever form, finished or unfinished,
<br />developed, prepared or purchased for Client pursuant to this Agreement, will be
<br />exclusively the property of Client, and BCG agrees to deal with it as such.
<br />6.Insurance. Consultant shall maintain insurance coverage in compliance with the
<br />Client’s standard vendor requirements, including but not limited to: Commercial
<br />General Liability, Automobile Liability, and Workers’ Compensation coverage (if
<br />applicable). Upon request, Consultant shall provide current Certificates of Insurance
<br />naming the Client as an Additional Insured. Consultant shall maintain insurance in
<br />force for the duration of this Agreement.
<br />7.Indemnification and Insurance.
<br />a.Indemnity. Consultant shall indemnify, defend, and hold harmless the Client,
<br />its officers, officials, employees, and agents from and against any and all
<br />claims, damages, losses, liabilities, costs, and expenses, including attorneys'
<br />fees, arising out of or related to the performance of services under this
<br />Agreement, except to the extent caused by the sole or active negligence or
<br />willful misconduct of the Client.
<br />b.Insurance. During the term of this Agreement, Consultant shall maintain in full
<br />force and effect, at its own cost and expense, insurance coverages with insurers
<br />with an A.M. Best’s rating of no less than A:VII. Consultant shall have the
<br />obligation to furnish City, as additional insured, the minimum coverages
<br />identified below, or such greater or broader coverage for City, if available in
<br />the Consultant’s policies:
<br />1. General Liability and Bodily Injury Insurance. Commercial general liability
<br />insurance with limits of at least $2,000,000 combined limit for bodily injury
<br />and property damage that provides that the City, its officers, employees and
<br />agents are named additional insureds under the policy. The policy shall state
<br />in writing either on the Certificate of Insurance or attached rider that this
<br />insurance will operate as primary insurance for work performed by
<br />Consultant and its subconsultants, and that no other insurance effected by
<br />Docusign Envelope ID: 475A1271-5695-469B-9AA9-36C5437FA957
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