Professional Services Agreement - Jeffrey Weaver - Enginering Services and Asset Management in 2019

Home Browse Search

time or in any manner, either directly or indirectly, (i) use, or allowed to be used, any Information for the Consultant's own benefit or the benefit of any director, official, employee or agent or any third party, or (ii) divulge, disclose or communicate in any manner any Information to any third party without the written consent of the Board. The Consultant shall be responsible for maintaining the confidentially of any Information in its possession, including taking appropriate measures to secure said Information against such uses and dissemination and to inform any person to which it allows to access such information of its confidentiality. Notwithstanding anything to the contrary contained in this Agreement, the parties will adhere to their respective obligations under the Indiana Access to Public Records Act, and nothing herein will be construed to relieve either party of such obligations. The confidentiality provisions of this Agreement remain in full force and effect after, and survive the termination of, the Term of this Agreement. Section 8. Indemnification. The Contractor hereby agrees to defend, indemnify, and hold harmless the Board, its officials, members, employees, and agents from any and all claims of any nature which arise from the performance by the Contractor under this Agreement and from all costs and attorney fees in connection therewith, excepting for claims arising out of the negligence of the Board, its officials, members, employees, and agents. The obligations of the Board under this Section shall survive the termination of this Agreement. Section 9. Funding Cancellation and Payments. In accordance with I.C. 36-1-12.5- 5(d)(4), payments by the City are subject to annual appropriation by its fiscal body. When the City makes a written determination that funds are not appropriated or otherwise available to support continued performance of this Agreement, this Agreement shall be cancelled. A determination by the City that funds are not appropriated or otherwise available to support continuation of the performance shall be final and conclusive. Section 10. Termination. This Agreement may be terminated, in whole or in part, by the City whenever, for any reason, the City determines that such termination is in the best interest of the City. Termination shall be effected by delivery to the Contractor of written notice at least thirty (30) days prior to termination effective date, specifying the extent to which performance of services must cease. The Contractor shall be compensated for satisfactory performance prior to the notice date of termination but in no case shall total payment made to Contractor exceed the original consideration set forth in the Agreement. Section 11. Counterparts. This Agreement may be executed in counterparts, all of which shall be deemed originals. Section 12. Governing Law; Jurisdiction; Compliance with Laws. This Agreement shall be construed and interpreted according to the laws of the State of Indiana without regard to conflicts of laws statutes. Any dispute arising under the terms of this Agreement shall be filed in any court of competent jurisdiction in St. Joseph County, Indiana. The Contractor agrees to comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all provisions required thereby are hereby incorporated herein by reference. Contractor shall comply with federal, state and local law in its hiring and employment practices and policies for any activity covered by this Agreement. Further, the City shall not be required to pay for Services that are inconsistent with or in violation of this Agreement nor for any Services performed in violation of