Agmt04 Green, de Bortnowsky & Q - Laserfiche WebLink

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5. Termination of Aqreement and Leqal Services. This Agreement and all legal services to be rendered hereunder may be terminated at any time by written notice from any party, with or without cause. In such event, all finished and unfinished documents, project data and reports shall become the property of City and shall be delivered to City Attorney. In the event of such termination, Special Counsel shall be paid for all satisfactory work, unless such termination is made for cause, in which event compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 6. Interest of City Officials. No member of the governing body of the City, and no other public official of the City who exercises any functions or responsibilities in the review or approval of the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement. 7. Interest of Counsel. Special Counsel (including principals, associates and professional employees) covenants that it does not now have any interest and shall not acquire any interest, direct or indirect, in the area covered by any project of City to which this Agreement pertains or any parcels therein or any other interest which would conflict in any manner or degree with the performance of its services hereunder. Special Counsel further covenants that in the performance of its duties hereunder, no person having any such interest shall be employed. 8. Indemnification. The Firm shall hold harmless and indemnify and defend the City and its respective officers, employees, servants and agents serving as independent contractors from any and all claims, demands, damages, liabilities, loss, costs or expenses from any damage whatsoever including, but not limited to, death or injury to any property resulting from the Firm's misconduct, negligent acts, errors or omissions of any of the firm's partners, officers, employees and agents in the performance of the Firm's services to the City. The provisions of this indemnification shall apply notwithstanding the applicability of any insurance coverage to any such loss or damage. 9. Severability. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and the rest of this Agreement will remain in effect. 10. Conflict Waiver. Actual or possible conflict sometimes arise between existing or potential clients. Special Counsel may be required to ask for a conflict waiver in that event. Special Counsel asks for City's understanding and cooperation if Special Counsel requests a conflict waiver in order to undertake or continue representation of another client in a manner that will not be specifically detrimental or adverse to City. 11. Arbitration of Fee Dispute. If a dispute arises between City and Special Counsel regarding attorneys' fees or costs under this Agreement and if Special Counsel REDWIOO04\011-2.DOC 3 041121041030 law