|
6. INDEMNIFICATION
<br />DSC agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />consultants, special counsel, and representatives from liability (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />death, and claims for property damage, which may arise from the direct or indirect operations of DSC
<br />or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which re-
<br />lates to the services described in this Agreement; and (2) from any claim that personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief is due by reason of the tetras of or effects
<br />arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for
<br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, aris-
<br />ing from this Agreement. DSC further agrees to indemnify, hold harmless, and pay all costs for the de-
<br />fense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, ,just compensation, restitution, judicial or equitable relief due to personal or property rights
<br />arises by 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 />7. CONFIDENTIALITY
<br />If DSC receives from the City inforriation which due to the nature of such information is rea-
<br />sonably understood to be confidential and/or proprietary, DSC agrees that it shall not use or disclose
<br />such information except in the performance of this Agreement, and further agrees to exercise the same
<br />degree of care it uses to protect its own information of like importance, but in no event less than rea-
<br />sonable care. "Confidential Information" shall include all nonpublic information. Confidential infor-
<br />mation includes not only written information, but also information transferred orally, visually, elec-
<br />tronically, 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
<br />sources; (b) is, through no fault of the DSC disclosed in a publicly available source; (c) is in rightful
<br />possession of DSC without an obligation of confidentiality; (d) is required to be disclosed by operation
<br />of law; or (e) is independently developed by DSC without reference to information disclosed by the
<br />City.
<br />8. CONFLICT OF INTEREST CLAUSE
<br />DSC covenants that it presently has no interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
<br />9. NOTICE
<br />With the exception of insurance certificates and renewals covered by Section 5, above, any no-
<br />tice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing
<br />and shall be deemed to be properly given if delivered in person or mailed by first class or certified
<br />mail, postage prepaid, or sent by telefaesimile or other telegraphic communication in the manner pro-
<br />vided in this Section, to the following persons:
<br />
|