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6. INDEM N IM CATION
<br />Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability, (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may arise
<br />froin the negligent operations of the Contractor or its contractors, subcontractors, agents,
<br />employees, or other persons acting on their behalf which relates to the serviocs described in
<br />section I of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is clue by reason ofthe terms of or effeevi
<br />arising from this Agreement. 17his indernnity and hold harniless agreement applies to all claims
<br />for damages., just compensation, restitution, judicial or equitable relief sull"ered, or alleged to
<br />have been suffered, by reason of the eve nbi referred to in this Section or by reason of the ten.-fls
<br />af, or effects, arising from this Agreement. The Contractor floher agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including f'e'es 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 amorting that personal injury, damages, just compensation,restitution,
<br />judicial or equitable relief due to personal or property rights arises by r=on 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 27818, to claims that arise of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Contractor,
<br />7. CON FIDENTIAL ITY
<br />if Contractor receives frorn the City information which due to the nature of such
<br />information is rowsonably -understood to be confidential and/or proprietary, Contractor agrees that
<br />it shall not L;se or disclose such information except in the performance of this Agreevanent, and
<br />ftirther agrees to exercise the same degree of care it uses to proted its own information of like
<br />importance, but. in no overt less than reasonable care.
<br />8. CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that. it presently has no interests and 3b all. not have interests, dircet
<br />or indirect, wbiQh would Qonflict in tiny alanuer with perfortbance of services�;peeified under
<br />this Agreement.
<br />91 N OTIC E
<br />A.ny 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 />Page 4 of 7
<br />Exhibit 1
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