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for the defense of the City, including fees and costs for special counsel to be selected by the City, <br />regarding any action by a third party challenging the validity of this Agreement, or asserting that <br />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 <br />Agreement. City may make all reasonable decisions with respect to its representation in any <br />legal proceeding. Notwithstanding the foregoing, to the extent Contractor's Services are subject <br />to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by <br />Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, <br />recklessness, or willful misconduct of the Contractor. <br />CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and /or proprietary, Contractor agrees that <br />it shall not use or disclose such information except in the performance of this Agreement, and <br />further agrees to exercise the same degree of care it uses to protect its own information of like <br />importance, but in no event less than reasonable care. <br />8. 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 under <br />this Agreement. <br />9. 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 fax or other telegraphic <br />communication in the manner provided in this Section, to the following persons: <br />To City: Clerk of the 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 />Fax: (714) 647 -6956 <br />With copies to: <br />Parks, Recreation and Community Services Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M -23) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Fax: (714) 571 -4221 <br />Page 4 of 7 <br />25A -6 <br />