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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: for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including health, and claims for property damage, which may arise from the negligent
<br />operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section I of this Agreement. The
<br />Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br />including fees and costs for special counsel to be selected by the City, regarding any action by a
<br />third party challenging the validity of this Agreement, or asserting that personal injury, damages,
<br />just componsation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />reason of the terms of, or effects arising from this Agreement, City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding.
<br />M CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use
<br />or disclose such information except in the performance of this Agreement, and further agrees to
<br />exercise the same degree of care it uses to protect its own information of like importance, but in no
<br />event less than reasonable care. "Confidential Information" shall include all nonpublic information.
<br />Confidential information includes not only written information, but also information transforr(A
<br />orally, visually, electronically, or by other means. Confidential information disclosed to either party
<br />by any subsidiary and /or agent of the other party is covered by this Agreement, The foregoing
<br />obligations of non -use and nondisclosure shall not apply to any information that (a) has been
<br />disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a
<br />publicly available source; (c) is in rightful possession of the Consultant without an obligation of
<br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed
<br />by the Consultant without 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 or
<br />indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />12. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
<br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed, by first
<br />class or certified mail, postage prepaid, or sent by tolefacsimile or other telegraphic commmnication
<br />W. the mariner provided in this Section, to the following persons:
<br />25C -8
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