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f. Certificates of insurance evidencing the coverages required by the clauses set forth above shall
<br />be filed with City prior to the effective date of this Agreement. This is a condition precedent to the
<br />formation of any obligation by City to compensate Contractor under this agreement.
<br />6. INDEMNIFICATION
<br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, Contractors, special counsel, and representatives from liability for personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief arising out of claims for personal injury,
<br />including health, and claims for property damage, which may arise from the direct or indirect operations
<br />of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which
<br />relates to the services described in section 1 of this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief
<br />suffered, or alleged to have been suffered, by reason of the events referred to in this Section. The
<br />Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br />including fees and costs for special counsel to be selected by the City, regarding any action by a third
<br />party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement.
<br />City may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />7. 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 less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br />information includes not only written information, but also information transferred orally, visually,
<br />electronically, or by other means. Confidential information disclosed to either. party by any 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
<br />possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by
<br />operation of law; or (e) is independently developed by the Contractor without reference to information
<br />disclosed by the City.
<br />8. CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />9. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall
<br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
<br />certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner
<br />provided in this Section, to the following persons:
<br />To City: Clerk of the City Council
<br />City of Santa Ana
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<br />25A-7
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