AgdaPkt 2019-05-20 Joint SA PFA - Laserfiche WebLink

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6.F. - Page 18 of 180 prior written consent of Consultant, or as required by law subjectto compliance with the procedure set forth in this Section. 10.2 During the term of this Agreement, Consultant will have access to and become acquainted with City's confidential and proprietary information. Such information shall not be disclosed by Consultantto any third- partywithout the priorwritten consent of City, or as required by lawsubjectto compliancewith the procedure setforth inthis Section. 10.3 The following information shall not be considered confidential and proprietary information for the purposes of this Agreement: information required to be disclosed underthe California Public Records Act, information previously known when received from the other party; information freely availableto the general public; information which is now or hereafter becomes publicly known by other than a breach hereof; information which is developed byone party independently ofanydisclosures madebytheother partyof such information; or information which is disclosed bya party pursuantto subpoena or other legal process and which as a result becomes lawfullyobtainablebythe general public. 10.4 If either party is confronted with legal action or believes applicable law requires itto disclose any portion of the other party's confidential and proprietary information protected hereunder, that party shall promptly notify and assistthe other (atthe other party's expense) in obtaining a protective order or other similar order, and shall thereafter disclose only the minimum of the other party's confidential and proprietary information that is requi red to be disclosed in order to comply with the legal action, whether or not a protective order or other order has been obtained. 10.5 The parties acknowledge that a breach of the provisions ofthis Section will result in immediate irreparable harmto the aggrieved party, andthe aggrieved partyshall beentitled to immediate temporary, preliminary, and permanent injunctiveor other equitable relief. 11.0 RESERVED. 12.0 MISCELLANEOUS 12.1 Non Liability of City Officers and Emolovees. No officer or employee of CITY shall be personally liable to the Consultant, or any successor in interest, in the event of any defaultor breach by CITY or for any amount which may become due to the Consultantor to its successor, or for breach of any obligation of the terms of this Agreement. 12.2 Conflictof Interest. No officer or employee of CITY shall haveanyfi nancial interest in this Agreement norshall any such officer or employee participate in any decision relatingto the Agreement which affects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any state statute or regulation. The Consultant warrants that it has not paid or given and will not payor give any third partyany money or other consideration for obtaining this Agreement. The foregoing does not applyto any commission or bonus paid to a bona fide employee of Consultantas a resultof this Agreement. When requested bythe Contract Officer, priortoCITY's execution of this Agreement, Consultant shall provideCITYwith an executed statement of economic interest. 12.3 Notice. Any noticeorother communication either partydesiresoris requiredtogivetotheotherpartyorany other person shall be in writing and delivered (i) by personal service;(ii) by commercial overnight courier;or (iii)via electronic mail providedthatthe recipient affirmatively acknowledges receiptofsuchelectronic mail. Notices will be sent to, in the case of CITY, the CITY's IT Manager, 1017 Middlefield Road, Redwood City, California 94063, and in thecaseof the Consultant, to the person atthe address designated on the execution page of this Agreement. 12.4 Integration Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and that this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement maybe amended atanytime by a writingsignedby both parties. GENERALTERMS AND CONDITIONS Page 10 ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 10 of 172 125