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the equipment, plant, and other property of the Consultant which is associated with the <br /> work. <br /> 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 <br /> be utilized in the performance of the Professional Services specified in the <br /> Statement of Work. The Consultant will make every effort consistent with sound <br /> business practices to honor the specific requests of the City with regard to <br /> assignment of its employees; however, subject to subparagraph 2 above, the <br /> Consultant reserves the sole right to determine the assignment of its employees. If <br /> a Consultant employee is unable to perForm due to illness, resignation, or other <br /> factors beyond the Consultant's control, the Consultant will make every reasonable <br /> effort to provide 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 A to this contract. <br /> J. All written and oral information communicated to either party by the other� whether <br /> before or after the Effective Date of the Statement of Work, shall be held in strict <br /> confidence and used only for purposes of this Agreement. No such information, <br /> including the provisions of this Agreement, shall be disclosed by the recipient without the <br /> prior written consent of the other party, except as required by law. If either party is <br /> required to disclose any confidential information of the other party, the party so required <br /> shall notify the other party immediately and shall cooperate in seeking a reasonable <br /> protective order. This Article IV.J. shall not apply to information which is (1) in the public <br /> domain, (2) already known to the recipient, (3) developed independently or (4) received <br /> from a third party without similar restriction and without breach of this or a similar <br /> agreement. <br /> K. Indemnitv <br /> 1. The Consultant shall be responsible for the acts and omissions of its officers, <br /> agents, and employees in connection with this project and shall indemnify, defend, <br /> and hold harmless the City, its officers, agents, and employees, from and against <br /> any and all claims, demands, suits, actions, proceedings, judgments, losses, <br /> damages, injuries, penalties, costs, expenses (including attorney's fees), and <br /> liabilities which arise from Consultant's negligent performance under this Agreement. <br /> 3 <br />