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Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant
<br />waives the right to receive compensation and agrees to indemnify the City for any work performed prior to
<br />approval of insurance by the City.
<br />6. INDEMNIFICATION
<br />To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its
<br />officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims
<br />(including, without limitation, claims for bodily injury, death or damage to property), demands, obligations,
<br />damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses
<br />(including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever
<br />(individually, a claim; collectively, "claims"), which may arise from or in any manner related (directly or
<br />indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects
<br />in workmanship and/or materials) or Consultant's presence or activities conducted performing the work (including
<br />the negligent and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees,
<br />vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose
<br />sets they may be liable for any or all of them). Notwithstanding the foregoing, nothing berein shall be construed to
<br />require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful
<br />misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether
<br />any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of
<br />indemnification to be provided by the Consultant.
<br />7. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information is reasonably
<br />understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information
<br />except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to
<br />protect its own information of like importance, but in no event less than reasonable care. "Confidential
<br />Information" shall include all non-public information. Confidential information includes not only written
<br />information, but also information transferred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement.
<br />The foregoing 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 publicly available
<br />source; (c) is in rightful possession of the Consultant 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 reference to information
<br />disclosed by the City.
<br />S. CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which
<br />would conflict in any manner with performance of services specified under this Agreement
<br />9. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in
<br />writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,
<br />postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to
<br />the following persons;
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