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6. INDEMNIFICATION
<br />Consultant agrees to and shall indenrrify, defend, and hold harmless the City, its officers, agents,
<br />employees, consultants, legal counsel, and representatives from liability forpersonal injury, damages, just
<br />compensation, restitution, j udicial or equitable relief arising out of claims; (1) for personal injury,
<br />including death, and claims fur property damage, arising from the direct or indirect operations of the
<br />Consultant or its contractors, subcontractors, agents, employees, or other persons acting on its behalf
<br />which relates to the services described in Section 1 of this Agreement; and (2) froth any claim that
<br />personal injury, damages, Just compensation, restitution, judicial or equitable relief is due by reason of
<br />effects arising from this Agreomu it. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable reliefsuffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section. The Consultant further agrees to indemnify,
<br />hold harmless, and pay all costs for the defense of the City, including fees and costs for legal counsel to
<br />be selected by the City, regarding any action by a third party asserting that personal injury, damages, just
<br />compensation, restitution,. judicial or equitable relief due to personal or property rights arises by reason of
<br />the terms of, or affects arising from this Agreement. City may make all reasonable decisions with respect
<br />to its representation in any legal proceeding.
<br />7. CONFIDENTIALITY
<br />If Consultant received fi*oty the City information which slue 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 infornurtion 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 and disclosed without an obligation of confidentiality; (d) is required to be
<br />disclosed by operation of law; or (e) is independently developed by the Consultant without roferencc to
<br />information disclosed by the City.
<br />8. CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interest and shall not have interests, direct or
<br />indirect, which would conflict in any marmer with performance of services specified under this
<br />Agreement.
<br />9. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shalt
<br />be in writing and shall be dccuted to be property given if delivered in person or nailed by first class or
<br />certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner
<br />provided in this Section, to the following persons;
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