|
6. 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 injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the direct
<br />or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other
<br />persons acting on their behalf which relates to the services described in section l of this Agreement;
<br />and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief is due by .reason of the terms of or effects arising from this Agreement. This
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution., judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events referred to in this Section or by reason of the terms of or effects, arising from this Agreement.
<br />The 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 by a
<br />third party challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, 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 />7. CONFIDENTLkLITY
<br />If Consultant receives froze the City information which due to the nature of such information is
<br />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 lessthan reasonable. care. "Confidential InformatiW' shall include all nonpublic information.
<br />Confidential information includes not only written information, but also information transferred
<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 ariy information that (a) has been
<br />disclosed in publicly available sources; (b) is, through tI.,O 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 />8, CONFLICT CF 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 />9. 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 mi person or mailed by first
<br />class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in
<br />the manner provided in this Section, to the following persons;
<br />
|