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their behalf which relates to the services described in section 2 of this Agreement. The <br />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 <br />by a third party -asserting that personal injury; damages, just compensation, restitution, judicial or <br />equitable relief due to personal or property rights arises by reason of the direct or indirect <br />operations of Contractor. City may make all reasonable decisions with respect to its <br />representation in any legal proceeding. City hereby agrees to indemnify and hold harmless the <br />Contractor, its officers, agents, employees and representatives from any liability for personal <br />injury damages, just compensation, restitution, judicial or equitable relief arising out of any <br />claims directly related to the negligence of the City. <br />13, CONFIDENTIALITY <br />A. Contractor shall maintain the confidentiality of all records, including billings and any <br />audio and/or video recordings, in accordance with all applicable State and Federal codes and <br />regulations, as they now exist or may hereafter be amended or changed. <br />B. Prior to providing any services pursuant to this Agreement, all employees, <br />subcontractors, and volunteer staff or interns of Contractor shall agree, in writing, with <br />Contractor to maintain the confidentiality of any and all information and records which may be <br />obtained in the course of providing such services. The agreement shall specify that it is effective <br />irrespective of all subsequent terminations of Contractor's employees, subcontractors, volunteers <br />or interns. <br />C. All confidential information furnished by Contractor to City hereunder will be kept <br />confidential by City and shall not, without the prior written consent of Contractor, be disclosed <br />by City, or by its representatives, contractors, or employees in any manner whatsoever, in whole <br />or in part, and shall not be used by City or its representatives, contractors or employees who <br />need to know the Confidential information. <br />14. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified tinder <br />this Agreement. <br />15. NOTICE <br />A, 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: Cleric of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M -30) <br />25H -11 <br />