Res 2013-195/Approving an agreement w/Alliance Work Partners for employee assistance program

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CITY eligible participants will be conducted at a convenient, appropriate AWP office or affiliate office accessible to the client and AWP staff. 6. AMENDMENTS: This AGREEMENT may be amended at any time by mutual agreement of the parties hereto by the execution of an Authorization of Change in Services ( "ACIS ") form (Exhibit III), but any such ACIS /amendment will not be operative or valid unless the same is reduced to writing, executed by the parties involved, and attached hereto. 7. CONFIDENTIALITY: The CITY of San Marcos is governed by the Texas Public Information Act (the "Act "), Chapter 552 of the Texas Government Code. This AGREEMENT and all written information generated under this AGREEMENT may be subject to release under the Act. Each party will treat and will require its employees to treat as strictly confidential all client information it has learned in the course of this AGREEMENT, including any client identifiable information received pursuant to the client's consent. Both parties agree not to use for any purpose other than the performance of this AGREEMENT, or to disclose to others any confidential or proprietary technical or business information of the other party obtained in connection with the performance of any services rendered without the prior written consent of the other party. If the CITY receives. a request to disclose information that may include confidential or proprietary technical or business information, trade secrets, etc. belonging to AWP, the CITY will notify AWP immediately of such request before releasing any such information to allow AWP the right to contact the Texas Attorney General to request such information be withheld all in accordance with the procedures established under the Act. 8. INSURANCE AND INDEMNITY a) A WP will indemnify, hold harmless and defend the CITY and its employees, agents, officers and servants from any and all lawsuits, claims, demands and causes of action of any kind arising from the negligent or intentional wrongful acts errors or omissions of A WP, its officers, employees or agents. This will include, but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the CITY arising in favor of any party, including the amounts of any damages or awards resulting from claims demands and causes of action for personal injuries, death or damages to property alleged or actual infringement of patents, copyrights, and trademarks and without limitation by enumeration, all other claims, demands, or causes of action of every character occurring, resulting, or arising from any negligent or intentional wrongful act, error or omission of A WP and/or its agents and/or employees. This obligation by the A WP will not be limited because of the specification of any particular insurance coverage required under the AGREEMENT. b) AWP will procure and maintain at its own expense insurance with insurance companies authorized to do business in the State of Texas, covering all operations under the AGREEMENT, whether performed by AWP or its agents, subcontractors or employees. Before commencing the work AWP will furnish to the CITY a certificate or certificates in a form satisfactory to the CITY, showing that AWP has complied with this paragraph. All certificates will provide that the policies will not be canceled until at least 30 calendar days prior written notice has been given to the CITY. Failure of AWP to demand a certificate or other sufficient evidence of full compliance with these insurance requirements or failure of AWP to identify a deficiency from the evidence that is provided as proof of insurance will not be construed as a waiver of AWP's AWP Initials: CITY Initials: 5` 2