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Special Risks or Circumstances
<br />City reserves the right to modify these requirements, including limits, based on the nature of the
<br />risk, prior experience, insurer, coverage, or other special circumstances.
<br />6. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability; (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the direct
<br />or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events referred to in this Section or by reason of the terms of or effects, arising from this
<br />Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
<br />or property rights arises by reason of the terms of or effects arising from this Agreement. City may
<br />make all reasonable decisions with respect to its representation in any legal proceeding.
<br />7. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not
<br />use or disclose such information except in the performance of this Agreement, and further agrees
<br />to exercise the same degree of care it uses to protect its own information of like importance, but in
<br />no event less than reasonable care. "Confidential Information" shall include all nonpublic
<br />information. Confidential information includes not only written information, but also information
<br />transferred orally, visually, electronically, or by other means. Confidential information disclosed
<br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The
<br />foregoing obligations of non-use and nondisclosure shall not apply to any information that (a)
<br />has been disclosed in publicly available sources; (b) is, through no fault of the Consultant
<br />disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an
<br />obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
<br />independently developed by the Consultant without reference to information disclosed by the
<br />City.
<br />8. CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests, direct
<br />or indirect, which would conflict in any manner with performance of services specified under
<br />this Agreement.
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