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<br /> <br /> <br /> <br /> <br /> <br /> provided in a manner consistent with all applicable standards and regulations governing such services. <br /> 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 /> <br /> Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, and <br /> employees from and against any claims, demands, suits, actions or proceedings, including, but not by way <br /> of limitation, workers' compensation claims resulting from or arising out of the negligent or wrongful <br /> acts, errors or omissions of Consultant, its employees or subcontractors. <br /> 6. CONFIDENTIALITY <br /> <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 /> <br /> Consultant has no interests and shall not have interests, direct or indirect, which would <br /> conflict in any manner with performance of services specified under this Agreement. City <br /> acknowledges that Consultant may represent other clients in Washington D. C. during the term of this <br /> Agreement. If a potential conflict of interest arises due to this representation, Consultant shall notify the <br /> City, in writing, immediately and provide the name and address of each client under contract. <br /> 8. REPRESENTATIVES AND NOTICE <br /> <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 /> <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 /> Fax 714-647-6954 <br /> <br /> 2 <br /> 25C-6 <br />