Beth Bryant 6/22/2017 - Laserfiche WebLink

• Service Provider shall not make copies or excerpts of the Provided Records,unless absolutely required for the City Purpose. • If copies of any part of the Provided Records are placed on any hard drive, Service Provider shall properly secure such hard drive against disclosure. • Service Provider shall not deliver,distribute,display,demonstrate or otherwise make available the Provided Records or any copy or part thereof to any individual other than an Authorized Employee,except as allowed with the prior written consent of the City. • Service Provider shall take all reasonable steps to prevent unauthorized use or disclosure of Provided Records or any copy or part thereof and to regain possession of the Provided Records if unauthorized use or disclosure is discovered. • Service Provider shall immediately notify the City if the Service Provider becomes aware of any loss or unauthorized use,access,copying or disclosure of the Provided Records or any part thereof. B. Return of the Provided Records. Upon demand made at any time by the City or upon completion of the City Purpose,the Service Provider shall immediately return to the City the Provided Records and any copies or excerpts thereof. Unless otherwise directed by the City, the Service Provider shall also destroy all its copies of the Provided Records or any excerpt thereof if it is not possible to return such copies to the City. 7. Changes. The City may, from time to time,unilaterally decrease the scope of the services of Service Provider to be performed hereunder. Such decrease in the scope of work(and resulting decrease in compensation),shall: (a)be made only in writing and signed by an authorized City representative, (b) be explicitly identified as such and(c)become a part of this Agreement. 8. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work without the express,prior written consent of the City. 9. Indemnification. A. To the extent of Service Provider's fault,breach of this Agreement,willful misconduct, or violation of law, Service Provider will defend and indemnify the City from any and all Claims arising out of, in connection with,or incident to any acts, errors, omissions, or conduct by Service Provider relating to, or arising out of its performance of,this Agreement. Service Provider will defend and indemnify the City whether a Claim is asserted directly against the City,or whether a Claim is asserted indirectly against the City,e.g.,a Claim is asserted against someone else who then seeks contribution or indemnity from the City. The amount of insurance obtained by,obtainable by, or required of Service Provider does not in any way limit Service Provider's duty to defend and indemnify the City. The City retains the right to approve Claims investigation and counsel assigned to said Claim and all investigation and legal work regarding said Claim shall be performed under a fiduciary relationship to the City. B. The Service Provider's obligations under this Section 8 shall not apply to Claims caused by the sole negligence of the City. If(1)RCW 4.24.115 applies to a particular Claim, and(2) such Claim is caused by or results from the concurrent negligence of(a)the Service Provider, its employees, Page 3