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claims for personal injury, including death, and claims for property damage, which may arise
<br />from the negligent operations of the Contractor or its contractors, subcontractors, agents,
<br />employees, or other persons acting on their behalf which relates to the services described in
<br />section '1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects
<br />arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
<br />have been suffered, by reason of the events referred to in this Section or by reason of the terns
<br />of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special
<br />counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br />effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's
<br />services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the
<br />extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Contractor.
<br />7. 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 mid 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 />Page 4 of 7
<br />25C -16
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