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7. INDEMNIFICATION
<br />To the fullest extent permitted by law, Contractor shall indemnify, defend and hold
<br />harmless the City, its officers, agents and employees (collectively, the "indemnified parties")
<br />from and against any and all claims for bodily injury, death or damage to property, demands,
<br />obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties,
<br />liabilities, costs and expenses (including without limitation, attorney's fees, disbursements and
<br />court costs) of every kind and nature whatsoever, which may arise from or in any manner relate
<br />to, directly or indirectly, work performed or services provided pursuant to this Agreement,
<br />including without limitation, defects in workmanship and/or materials, or Contractor's presence
<br />or activities conducted performing the work (including the negligent or willful acts or omissions
<br />of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors and
<br />subcontractors). Notwithstanding the foregoing, nothing herein shall be construed to require
<br />Contractor to indemnify the indemnified parties from any claim arising from the sole negligence
<br />or willful misconduct of the indemnified parties. Nothing in this indemnity shall be construed as
<br />authorizing any award of attorney's fees in any action on or to enforce the terms of this
<br />Agreement. This indemnity shall apply to all claims and liability regardless of whether any
<br />insurance policies are applicable. The policy limits do not act as a limitation on the amount of
<br />indemnification to be provided by the contractor.
<br />CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
<br />it shall not use or disclose such information except in the performance of this Agreement, and
<br />further agrees to exercise the same degree of care it uses to protect its own information of like
<br />importance, but in no event less than reasonable care. "Confidential Information" shall include
<br />all nonpublic information. Confidential information includes not only written information, but
<br />also information transferred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either party by any subsidiary and/or agent of the other party is covered
<br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to
<br />any information that (a) has been disclosed in publicly available sources; (b) is, through no fault
<br />of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the
<br />Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of
<br />law; or (e) is independently developed by the Contractor without reference to information
<br />disclosed by the City.
<br />9. CONFLICT OF INTEREST CLAUSE
<br />Contractor 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 this
<br />Agreement.
<br />10. 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
<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 />To City: Clerk of the City Council
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<br />25A-8
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