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6. INDEMNIFICATION
<br />Contractor agrees to and shall defend, indemnify, and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief arising out of clauris for personal injury, including
<br />death, and claims for property damage, which may arise from the direct or indirect operations of Contractor
<br />or its contractors, subcontractors, agents, employees, or other persons acting an their behalf which relates
<br />to the services described in section I of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
<br />arising froth this Agreement. This indernaity and hold harmless agreement applies to all claims for daunages,
<br />just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by
<br />reason of the events referred to in this Section or by reason of the terms of, or effects, arising froni this
<br />Agreement. Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the
<br />City, including fees and costs for special counsel to be selected by the City, regarding any action by a third
<br />party challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or properly rights arises by reason of
<br />the forms of, or effects arising from this Agreement. City may make all reasonable decisions with respect
<br />to its representation in any legal proceeding.
<br />7. LIVE SCAN 13ACKGIIOUND CTIECK
<br />Provider, and any cruployces, subcontractors or substitutes, in contact with minors under eighteen
<br />(18) years of age shall arrange for and submit to a Live Scan electronic background check for criminal
<br />history available through the California Department (if Justice as a condition of this Agreement and provide
<br />proof of compliance prior to performing services hereunder,
<br />CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential, and/or proprietary, Contractor agrees that it shall not use or
<br />disclose such information except in the performance of this Agreement, and further agrees to exercise the
<br />same degree of care it uses to protect its own information of like importance, but in no event loss than
<br />reasonable care, "Confidential Infortriation" shall include all nonpublic information. Confidential
<br />information includes not only written infrannation, but also information transferred orally, visually,
<br />electronically, or by other means. Confidential information disclosed to either party by tiny subsidiary
<br />and/or agent of the other party is covered by this Agreement, The foregoing obligations of non-use and
<br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
<br />(b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession
<br />of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of
<br />law; or (c) is independently developed by the Contractor without reference to information disclosed by the
<br />City.
<br />91 CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has tie interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified Linder this Agreement,
<br />10. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be
<br />in writing and shall be deemed to be properly given irdelivered in person or mailed by first class or certified
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