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<br />(iii) Certificates and policies shall state that the policies shall not be canceled <br />or reduced in coverage or changed in any other material aspect without <br />thirty (30) days prior written notice to City. <br /> <br />6. INDEMNIFICA nON <br /> <br />Consultant agrees to and shall indemnifY and hold harmless City, its officers, agents and <br />employees from liability for personal injUlY, damages, just compensation, restitution, judicial or <br />equitable relief arising out of claims for personal injury, including health, and claims for property <br />damage, which may arise from the direct or indirect operations of the Consultant or its <br />contractors, subcontractors, agents, employees, or other persons acting on their behalf which <br />relates to the services described in section I of this Agreement. The Consultant further agrees to <br />indemnifY, hold harmless, and pay all costs for the defense of City, including fees and costs for <br />special counsel to be selected by City, regarding any action by a third party asserting that <br />personal injUlY, damages, just compensation, restitution, judicial or equitable relief due to <br />personal or property rights arises by reason of the terms of, or effects arising from this <br />Agreement. City may make all reasonable decisions with respect to its representation in any <br />legal proceeding. <br /> <br />City will hold Consultant harmless and indemnif)' Consultant against any and all actions <br />City might take arising from the performance of the Services. City agrees to defend, indemnif)', <br />protect and hold Consultant., its officers, agents, sub consultants and employees harmless from <br />and against any and all claims asserted or liability established for damages or injuries to any <br />person or property, including injUlY to the City or its employees, agents or officers, which arise <br />from or are caused or claimed to be caused by City in performance of this Agreement. <br /> <br />7. CONFIDENTIALITY <br /> <br />If Consultant receives from City information which due to the nature of such information <br />is reasonably understood to be confidential and/or proprieuuy, 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 <br />in 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. <br />The foregoing obligations of non-use and nondisclosure shall not apply to any information that <br />(a) 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 City. <br /> <br />8. CONFLICT OF INTEREST CLAUSE <br /> <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. <br />