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<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
<br /> injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
<br /> for personal injury, including health, and claims for property damage, which may arise from the
<br /> direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
<br /> employees, or other persons acting on their behalf which relates to the services described in
<br /> section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br /> compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
<br /> arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br /> for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
<br /> have been suffered, by reason of the events referred to in this Section or by reason of the terms
<br /> of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
<br /> harmless, and pay all costs for the defense of the City, including fees and costs for special
<br /> counsel to be selected by the City, regarding any action by a third party challenging the validity
<br /> of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
<br /> judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br /> effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br /> representation in any legal proceeding.
<br /> 7. CONFIDENTIALITY
<br /> If Consultant receives from 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 performance 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 information includes not only written
<br /> information, but also information transferred orally, visually, electronically, or by other means.
<br /> Confidential information disclosed to either party 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 law; or (e) is independently developed by the Consultant without
<br /> reference to information disclosed by the 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.
<br /> 9. NOTICE
<br /> Any notice, tender, demand, delivery, or other communication pursuant to this
<br /> Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
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