Agreement - EnFocus Inc - Project Management for Data Governance and IT Portfolio Projects

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off%; J�MOIL f "'; �rrrrrrrJallr% !� IiJ f* �j yJ � d pki, Bold Ideas, Greater Good. Agreement does not conflict with any order, law, rule or regulation or any agreement or understanding by which such party is bound. (a) As a professional organization, the Consultant will perform the services described in Exhibit A to the best of their ability, striving to ensure great quality work and minimize errors or omissions. As a result, the Consultant shall not be liable to sponsor for any loss incurred in the performance of his/her services hereunder unless caused by Consultant's negligence. Notwithstanding any provision to the contrary, the limit of Consultant's liability under this Agreement will be equal to the total amount paid by Sponsor to Consultant under this Agreement. (b) Sponsor agrees, at its sole cost, to indemnify and defend Consultant from and against any damages, claims or suits by third parties against Consultant arising from the performance of Consultant's services hereunder unless caused by Consultant's negligence. Subject to the limitation of liability stated in Section 12(a), Consultant agrees, at its sole cost, to indemnify and defend Sponsor (and its officials, employees, and agents) from and against any damages, claims or suits by third parties against Sponsor arising from the performance of Consultant's services hereunder unless caused by the negligence of Sponsor (or its officials, employees, or agents). This Agreement is the final expression of the parties' agreement with respect to the retention of Consultant by the Sponsor for the services specified herein and may not be contradicted by evidence of any prior or contemporaneous agreement. The Consultant's failure to complete the services in accordance with this Agreement will be considered a material breach. In the event of such breach, the Sponsor may suspend all payments to the Consultant, terminate this Agreement, and/or pursue any and all remedies available at law or in equity. In accordance with applicable laws, payments are subject to annual appropriation. If the City Controller makes a written determination that funds are not appropriated or are otherwise unavailable to support the continuation of this Agreement, it shall be cancelled. A determination by the City Controller that funds are not appropriated or are otherwise unavailable to support the continuation of performance shall be final and conclusive. Invalidity or unenforceability of one or more provisions of this agreement shall not affect any other provision of this agreement. This document and its contents are confidential. lfyou have received this document in error, please destroy immediately.