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costs for special counsel to be selected by the CITY, regarding any action by a <br />third party challenging the validity of this Agreement, or asserting that personal <br />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 <br />from this Agreement. CITY may make all reasonable decisions with respect to its <br />representation in any legal proceeding. <br />Notwithstanding anything to the contrary set forth in this Section 409 <br />(Indemnification), ST. JOSEPH's indemnification obligations hereunder shall not <br />extend to CITY's negligent or willful misconduct. <br />§410. Conflict of Interest <br />A. ST. JOSEPH covenants that none of its directors, officers, employees, or <br />agents shall participate in selecting, or administrating any subcontract supported <br />(in whole or in part) by Federal funds where such person is a director, officer, <br />employee or agent of the subcontractor; or where the selection of subcontractors <br />is or has the appearance of being motivated by a desire for personal gain for <br />themselves or others such as family business, etc.; or where such person knows <br />or should have known that: <br />1. A member of such person's immediate family, or domestic partner or <br />organization has a financial interest in the subcontract; <br />2. The subcontractor is someone with whom such person has or is <br />negotiating any prospective employment; or <br />3. The participation of such person would be prohibited by the California <br />Political Reform Act, California Government Code §87100 et seq. if such person <br />were a public officer, because such person would have a "financial or other <br />interest" in the subcontract. <br />B. ST. JOSEPH further covenants that no officer, director, employee, or agent <br />shall solicitor accept gratuities, favors, anything of monetary value from any actual <br />or potential subcontractor, supplier, a party to a sub agreement, (or persons who <br />are otherwise in a position to benefit from the actions of any officer, employee, or <br />agent). <br />C. ST. JOSEPH warrants that it has not paid or given and will not pay or give to <br />any third person any money or other consideration for obtaining this Agreement. <br />D. ST. JOSEPH covenants that no member, officer or employee of ST. JOSEPH <br />shall have an interest, direct or indirect, in any contract or subcontract or the <br />proceeds thereof for work to be performed in connection with this project during <br />his/her tenure as such employee, member or officer or for one year thereafter. <br />§411. Restriction on Disclosures <br />Any reports, analysis, studies, drawings, information, or data generated as a <br />result of this Agreement are to be governed by the California Public Records Act <br />(California Government Code Sec. 6250 et seq.). <br />7 <br />