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notification of termination, Consultant waives the right to receive compeimtion and agrees to indemnify
<br />the City for any work performed prior k/ approval *f insurance by the Ch �
<br />6. INDEMNIFICATION
<br />Consultant agrees to and shall iudeniui[y and hold huoolm the City, it's officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial uz equitable ,oliefuriaiuQo,tofx|uirnu[orporovoui
<br />injury, including death, and claims for property damage, which may arise from the direct or indirect
<br />operations o f the Consultant or its, contractors, subcontractors, agents, employees, or other persons acting
<br />on their behalf which relates to die services described in section I of this Agreement; and (2) from any
<br />clahn that personal injury, damages, just compensation, restitution, judicial or equitable mbef is due by
<br />reason of the terms of or effects arising from this Agreement. This indemnity and bold harmless
<br />agreement applies to all claints for damages, just compensation, restitution, judicial or equitable relief
<br />suffered, nralleged t* have been suffered, by reason of the events r*fl�rrod toiu this Section or6yreason
<br />of the terms of, nr effects, arising from this Agreement. Thu Consultant further agrees Lo indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special counsel Lobo
<br />selected by the City, regarding any action hyo third party challenging the validity of this Agreement, oz
<br />unnoriiug that personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises ky reason of the terms of, or effects arising frocn this Agreement. City
<br />may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />7. CONFIDENTIALITY
<br />If COIASUIDUA receives front the City information whR% due to the nature of such information is
<br />reasonably understood *,bmt^nflidtu!ia| and/or proprietary, Cousu|to tit agrees that |t shall not use ur
<br />disclose such information except iu the performance uf this Agreement, and further ,grervL0 exercise the
<br />same degree *1 care ituses to protect its own information of like importance, but in no event less than
<br />reasonable care. "Confidential 6ofoozm6ou,` shalt include all nonpublic information. Co&fiJtmhu\
<br />information includes not ordy written information, but also information transferred orally, visually,
<br />electronically, nr6y other mtxr`. 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-uso and
<br />nondisclosure shall not apply to any information that (a) has, been disclosed in publicly available sources;
<br />[6) is, through oo fault of the Consultant disclosed ina publicly available souroc�(o)iniurightful
<br />io*�L�oCmuou}ku�wi��nu1uu*�l��a|�noo��ou��mg\iuli�y�(dUiorogoicodio6udiuul0*ndby
<br />poonnouo confidentiality; (d)
<br />Operation of law; or (c) is independently developed by the Consultant without reference to information
<br />disclosed ky the City,
<br />M" CONFLICT OF INTER0STCLAUSE
<br />Consultant covenants that it presently has uo interests and shall not have interests, direct o,
<br />indirect, which would conflict iu any manner with performance of set-vices specified under this
<br />AgromntuL.
<br />Y. NOTICE
<br />Any notice, tender, dernand, delivery, or other communication pursuant to this Agreement shall
<br />boia writing and ,hall hod*wucdkohe properly given if delivered i$person nr mailed 6y first class nr
<br />certified mail, postage prepaid, or sent by teletuesimile or other telegraphic communication iu the manner
<br />provided io this Section, tv the following persons:
<br />
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