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ATTY/AGR/2016.250/RELOCATION ASSISTANCE CONSULTANT AGREEMENT
<br />REV: 09-07-16 VR
<br />Page 4 of 18
<br />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 />6.1.C. - Page 8
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