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H. Personnel.
<br /> 1. The Consultant, and the agents and employees of the Consultant, in performance of
<br /> this agreement, shall act in an independent capacity and not as officers or
<br /> employees or agents of the City of Decatur.
<br /> 2. The City reserves the right to disapprove the continuing assignment of Consultant
<br /> personnel provided to the City under this Agreement. If the City exercises this right,
<br /> and the Consultant cannot immediately replace the disapproved personnel, the City
<br /> agrees to an equitable adjustment in schedule or other terms that may be affected
<br /> hereby.
<br /> 3. The Consultant resources used to prepare the Statement of Work may or may not be
<br /> utilized in the performance of the Professional Services specified in the Statement of
<br /> Work. The Consultant will make every effort consistent with sound business
<br /> practices to honor the specific requests of the City with regard to assignment of its
<br /> employees; however, subject to subparagraph 2 above, the Consultant reserves the
<br /> sole right to determine the assignment of its employees. If a Consultant employee is
<br /> unable to perform due to illness, resignation, or other factors beyond the
<br /> Consultant's control, the Consultant will make every reasonable effort to provide
<br /> suitable substitute personnel.
<br /> I. The Consultant will comply fully with the provisions of the Illinois Human Rights Act and
<br /> the Human Rights Commission's Rules and Regulations for Public Contracts, to include
<br /> execution of the state standard EEO clause appended as Exhibit"B"to this contract.
<br /> J. All written and oral information communicated to either party by the other whether before
<br /> or after the Effective Date of the Scope of Work, shall be held in strict confidence and
<br /> used only for purposes of this Agreement. No such information, including the provisions
<br /> of this Agreement, shall be disclosed by the recipient without the prior written consent of
<br /> the other party, except as required by law. If either party is required to disclose any
<br /> confidential information of the other party, the party so required shall notify the other
<br /> party immediately and shall cooperate in seeking a reasonable protective order. This
<br /> Article IV.J. shall not apply to information which is (1) in the public domain, (2) already
<br /> known to the recipient, (3) developed independently or (4) received from a third party
<br /> without similar restriction and without breach of this or a similar agreement.
<br /> K. Indemnitv
<br /> 1. The Consultant shall be responsible for the acts and omissions of its officers, agents,
<br /> and employees in connection with this Agreement and shall indemnify, defend, and
<br /> hold harmless the City, its officers, agents, and employees, from and against any
<br /> and all claims, demands, suits, actions, proceedings, judgments, losses, damages,
<br /> injuries, penalties, costs, expenses (including attorney's fees), and liabilities which
<br /> arise from Consultant's negligent performance under this Agreement.
<br /> 2. The City shall be responsible for the acts and omissions of its officers, agents, and
<br /> employees in connection with this Agreement and shall indemnify, defend, and hold
<br /> harmless Consultant from and against any and all claims, demands, suits, actions,
<br /> proceedings, judgments, losses, damages, injuries, penalties, costs, expenses
<br /> (including attorney's fees), and liabilities arising from their negligence.
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