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<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 /> 2. The City shall be responsible for the acts and omissions of its officers, agents, and
<br /> employees in connection with this project 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.
<br /> 3. With respect to any and all claims, demands, suits, actions, proceedings, judgments,
<br /> losses, damages, injuries, penalties, costs, expenses (including attorney's fees), and
<br /> liabilities which arise from the joint or concurrent negligence of Consultant and the
<br /> City, each party shall assume responsibility in proportion to the degree of its
<br /> respective fault.
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