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9. 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 death, and claims for property damage, which may arise from the <br />negligence, recklessness or willful misconduct of the Consultant or its contractors, <br />subcontractors, agents, employees, or other persons acting on their behalf which relates to the <br />services described in section 1 of this Agreement; and (2) from any claim that personal injury, <br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the <br />negligence, recklessness or willful misconduct of Consultant arising from this Agreement. The <br />Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the <br />City, including fees and costs for special counsel to be selected by the City, regarding any action <br />by a third party asserting that personal injury, damages, just compensation, restitution, judicial or <br />equitable relief due to personal or property rights arises by reason of the terms of, or effects <br />arising from this Agreement. City may make all reasonable decisions with respect to its <br />representation in any legal proceeding. <br />10. 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 subject to the law it shall not use or disclose such information except in the performance of <br />this Agreement, and further agrees to exercise the same degree of care it uses to protect its own <br />information of like importance, but in no event less than reasonable care. "Confidential <br />Information" shall include all nonpublic information. Confidential information includes not only <br />written information, but also information transferred orally, visually, electronically, or by other <br />means. Confidential information disclosed to either party by any subsidiary and/or agent of the <br />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 <br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is <br />in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to <br />be disclosed by operation of law; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the City. <br />11. 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 />12. 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 />