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Any and all of Consultant's personnel shall be employees or subcontractors of Consultant and not <br />employees of City. Consultant shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable <br />withholding taxes. <br />5. INDEMNIFICATION <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from and against any and all damages to <br />property or injuries to or death of any person or persons, including property and employees or agents of <br />City, and shall defend, indemnify and save harmless City, its officers and employees, from any and all <br />claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of <br />limitation, workers' compensation claims resulting from or arising out of the negligent or wrongful acts, <br />errors or omissions of Consultant, its employees or subcontractors. <br />6. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise the <br />same degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; <br />(b) is, 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 disclosed by <br />operation of law; or (e) is independently developed by the Consultant without reference to information <br />disclosed by the City. <br />7. CONFLICT OF INTEREST CLAUSE <br />City acknowledges that Consultant may represent other clients in Washington D. C. during the <br />term of this Agreement. If a potential conflict of interest arises due to this representation, Consultant <br />shall notify the City, in writing, immediately and provide the name and address of each client under <br />contract. <br />8. REPRESENTATIVES AND NOTICE <br />The City Manager shall be the representative of City for purposes of this Agreement and may <br />execute all consents, approvals, directives, or agreements on behalf of City called for by this Agreement <br />except as otherwise expressly provided in this Agreement. <br />Notice and written communications sent by one party to the other shall be personally delivered or sent by <br />U.S. mail, postage prepaid, to the following addresses: <br />To City: City Manager/Council Support Office <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />2 <br />25A-4