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<br /> Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br /> employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br /> damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br /> injury, including death, and claims for property damage, which may arise from the direct or indirect
<br /> operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting
<br /> on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any
<br /> claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by
<br /> reason of the terms of or effects arising from 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 or by reason
<br /> of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
<br /> harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be
<br /> selected by the City, regarding any action by a third party challenging the validity of this Agreement, or
<br /> asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br /> personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br /> may make all reasonable decisions with respect to its representation in any legal proceeding.
<br /> 7. CONFIDENTIALITY
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<br /> If Consultant receives from the City information which due to the nature of such information is
<br /> reasonably understood to be confidential and/or proprietary, Consultant 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 Consultant disclosed in a publicly available source; (c) is in rightful
<br /> possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by
<br /> operation of law; or (e) is independently developed by the Consultant without reference to information
<br /> disclosed by the City.
<br /> 8. CONFLICT OF INTEREST CLAUSE
<br /> Consultant 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.
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<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:
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<br /> To City: Clerk of the City Council
<br /> City of Santa Ana
<br /> 20 Civic Center Plaza (M-30)
<br /> P.O. Box 1988
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