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described under this Agreement. Basic survey notes and sketches, charts, computations, and other
<br /> data prepared or obtained under the Agreement shall be made available, upon request, to City
<br /> without restriction or limitations on their use. Consultant may retain copies of the above-described
<br /> information but agrees not to disclose or discuss any information gathered, discussed or generated
<br /> in any way through this Agreement without the written permission of City during the term of this
<br /> Agreement, unless required by law.
<br /> 8. Employment of Other Consultants, Specialists or Experts. Consultant will not
<br /> employ or otherwise incur an obligation to pay other consultants, specialists or experts for services
<br /> in connection with this Agreement without the prior written approval of the City.
<br /> 9. Conflict of Interest.
<br /> A. Consultant covenants and represents that neither it, nor any officer or
<br /> principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
<br /> property, or other interest, directly or indirectly, which would conflict in any manner with the
<br /> interests of City, hinder Consultant's performance of services under this Agreement, or be affected
<br /> in any manner or degree by performance of Consultant's services hereunder. Consultant further
<br /> covenants that in the performance of the Agreement, no person having any such interest shall be
<br /> employed by it as an officer, employee, agent, or subcontractor without the express written consent
<br /> of the City. Consultant agrees at all times to avoid conflicts of interest, or the appearance of any
<br /> conflicts of interest, with the interests of the City in the performance of the Agreement.
<br /> B. Consultant is not a designated employee within the meaning of the Political
<br /> Reform Act because Consultant:
<br /> (1 ) will conduct research and arrive at conclusions with respect to its
<br /> rendition of information, advice, recommendation, or counsel independent of the control and
<br /> direction of the City or of any City official, other than normal contract monitoring; and
<br /> (2) possesses no authority with respect to any City decision beyond the
<br /> rendition of information, advice, recommendation, or counsel. (2 Cal. Code Regs. § 18700(a) (2).)
<br /> 10. Liability of Members and Employees of City. No member of the City and no other
<br /> officer, elected official, employee or agent of the City shall be personally liable to Consultant or
<br /> otherwise in the event of any default or breach of the City, or for any amount which may become
<br /> due to Consultant or any successor in interest, or for any obligations directly or indirectly incurred
<br /> under the terms of this Agreement. The City has no liability or responsibility for any accident, loss,
<br /> or damage to any work performed under this Agreement whether prior to its completion or
<br /> acceptance or otherwise.
<br /> 11 . Indemnity.
<br /> A. Indemnification. To the fullest extent permitted by law, Consultant shall, at
<br /> its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City) and
<br /> hold harmless City and any and all of its officers, officials, employees, agents and volunteers
<br /> ("Indemnified Parties") from and against any and all liability (including liability for claims,
<br /> demands, damages, obligations, suits, actions, arbitration proceedings, administrative proceedings,
<br /> ATTY/AGR/2016.250/RELOCATION ASSISTANCE CONSULTANT AGREEMENT
<br /> REV: 09-07-16 VR
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