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sole risk and all references to CI -12M HILL and it's employees are removed prior to such use.
<br />3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
<br />procedures, drawings, descriptions, computer program data, input record data, written
<br />information, and other Documents and Data either created by the city or provided by the city to
<br />Consultant in connection with the performance of this Agreement shall be held confidential by
<br />Consultant. Such materials shall not, without the prior written consent of City, be used by
<br />Consultant for any purposes other than the performance of the Services. Nor shall such materials
<br />be disclosed to any person or entity not connected with the performance of the Services or the
<br />Project. Nothing firmished to Consultant which is other -wise known to Consultant or is generally
<br />known, or has become known, to the related industry shall be deemed confidential. Consultant
<br />shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to
<br />the Services or the Project in any magazine, trade paper, newspaper, television or radio
<br />production or other similar medium without the prior written consent of City.
<br />3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
<br />another, and shall take any additional acts or sign any additional documents as may be necessary,
<br />appropriate or convenient to attain the purposes of this Agreement.
<br />3.5.5 Attorney's Fees. If either party commences an action against the other
<br />party, either legal, administrative or otherwise, arising out of or in connection with this
<br />Agreement, the prevailing party in such litigation shall be entitled to have and recover from the
<br />losing party reasonable attorney's fees and all other costs of such action.
<br />3.5.6 Indemnification. Consultant and City shall each defend, indemnify
<br />and hold the other party and their officials, officers, employees and agents free and harmless
<br />from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or
<br />injury, in law or equity, to property or persons, including wrongful death, to the proportionate
<br />extent arising out of or incident to any negligent acts, omissions or willful misconduct of the
<br />indemnifying party or its officials, officers, employees, agents, consultants and contractors in
<br />connection with the negligent performance of the Services, the Project or this Agreement,
<br />including without limitation the payment of attorneys fees and other related costs and expenses.
<br />The obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
<br />either party or their directors, officials officers, employees or agents.
<br />To the maximum extent permitted by law, neither party or their officials, officers,
<br />employees, agents, consultants and contractors, as well as Consultant's affiliated corporations,
<br />shall be liable for the other party's special, indirect, or consequential damages, whether such
<br />damages arise out of breach of contract or warranty, tort (including negligence), strict or
<br />statutory liability, or any other cause of action.
<br />To the maximum extent permitted by law, each party's liability to the other party shall
<br />not, in the aggregate, exceed $300,000 above any amounts covered by insurance under this
<br />Agreement. This article takes precedence over any conflicting article of this Agreement or any
<br />document incorporated into it or referenced by it. This limitation shall apply whether such
<br />liability arises under breach of contract or warranty, tort (including negligence), strict or
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