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7. INDEMNIFICATION <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, and special counsel from liability for personal injury, or just compensation, arising <br />out of claims for personal injury, including health, and claims for property damage, to the extent <br />they arise from the negligent or willfiil misconduct in the performance of operations or ezrors or <br />omissions of the Consultant or its contractors, subcontractors, agents, employees, or other <br />persons acting on their behalf which relates to the services described in section 1 of this <br />Agreement. <br />Inasmuch as measures to prevent or mitigate the effect of any act or terrorism are unique <br />to the act, and the actions that may be taken in controlling, preventing or suppressing acts of <br />terrorism are unique to the act, Consultant is not responsible to City for designing or advising on <br />or otherwise taking measures to prevent or mitigate the effect of any act of tez~orism or any <br />action which may be taken in controlling, preventing, suppressing or in any way relating to an <br />act of terrorism. <br />8. CONFIDENTIALITY <br />If Consultant receives fiom the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees <br />that it shall not use or disclose such information except in the perfozrnance of this Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own information of <br />like importance, but in no event less than reasonable care. "Confidential information" shall <br />include all nonpublic information. Confidential infozmation includes not only written <br />infozmation, but also information transferred orally, visually, electronically, or by other means. <br />Confidential information disclosed to either paz•ty by any subsidiary and/or agent of the other <br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure <br />shall not apply to any information that (a} has been disclosed in publicly available sources; (b) is, <br />through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidentiality {d) is required to be <br />disclosed by operation of lativ; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the City. <br />9. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no in#ez•ests 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 />10. NOTICE <br />Any notice, tender, demand, delivery, or other communication puz•suant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br />Page 4 of 8 <br />25P-6 <br />