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7. INDEMNIFICATION <br />Broker agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including death, and claims for property damage, which may arise from the <br />negligence, recklessness or willful misconduct of the Broker or its contractors, subcontractors, <br />agents, employees, or other persons acting on their behalf which relates to the services described <br />in section 1 of this Agreement. <br />8. CONFIDENTIALITY <br />If Broker receives from the City information which due to the nature of such information <br />is reasonably understood to be confidential and/or proprietary, Broker agrees that it shall not use <br />or disclose such information except in the performance of this Agreement, and further agrees to <br />exercise the same degree of care it uses to protect its own information of like importance, but in <br />no event less than reasonable care. "Confidential Information" shall include all nonpublic <br />information. Confidential information includes not only written information, but also information <br />transferred orally, visually, electronically, or by other means. Confidential information disclosed <br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement. <br />The foregoing obligations of non-use and nondisclosure shall not apply to any information that <br />(a) has been disclosed in publicly available sources; (b) is, through no fault of the Broker <br />disclosed in a publicly available source; (c) is in rightful possession of the Broker without an <br />obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is <br />independently developed by the Broker without reference to information disclosed by the City. <br />9. CONFLICT OF INTEREST CLAUSE <br />Broker 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 />10. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic <br />communication in the manner provided in this Section, to the following persons: <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 <br />Santa Ana, CA 92702-1988 <br />facsimile (714) 647-6956 <br />With courtesy copy to: <br />FMSA- Fleet Maintenance <br />City of Santa Ana <br />215 S. Center Street <br />Santa Ana, California 92703 <br />facsimile (714) 647-3539