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9. INDEMNIFICATION <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, <br />agents, employees, consultants, special counsel, and representatives from liability for <br />personal injury, damages, just compensation, restitution, judicial or equitable relief <br />caused by the negligent acts, omissions or willful misconduct of the Consultant or its <br />contractors, subcontractors, agents, employees, or other persons acting on its behalf, <br />arising out of the performance of this Agreement, except to the extent caused by the sole <br />negligence, active negligence or intentional misconduct of the City or any other <br />indemnified party. The Consultant further agrees to indemnify, hold harmless, and pay <br />all costs for the defense of the City, including fees and costs for special counsel to be <br />selected by the City, asserting that personal injury, damages, just compensation, <br />restitution, judicial or equitable relief due to personal or property rights arises by reason <br />of the negligent acts or willful misconduct of the Consultant, its contractors, <br />subcontractors, agents, employees or other persons acting on its behalf. City may make <br />all reasonable decisions with respect to its representation in any legal proceeding. <br />10. CONFIDENTIALITY OF DATA <br />a. If Consultant receives from the City financial, statistical, personal, technical, <br />or other data and information which are designated confidential or proprietary, <br />Consultant agrees that it shall not use or disclose such information except in the <br />performance of this Agreement, and further agrees to exercise the same degree of care it <br />uses to protect its own information of like importance, but in no event less than <br />reasonable care. <br />b. Permission to disclose information on one occasion shall not authorize the <br />Consultant to further disclose such information, or disseminate the same on any other <br />occasion. <br />c. Consultant shall not comment publicly to the press or any media regarding the <br />Agreement or City's actions regarding the same. <br />d. Consultant shall not issue any news release or public relations item of any <br />nature whatsoever, regarding the work performed or to be performed pursuant to this <br />Agreement, without City's prior review of the contents thereof and written approval. <br />e. Any subcontract entered into as a result of this Agreement shall contain all of <br />the provisions of this Section. <br />11. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services <br />specified under this Agreement. <br />25E-9