|
8
<br />E. Foundation shall furnish City with Certificates of Insurance, copies of the insurance policies
<br />including all required amendatory endorsements (or copies of the applicable policy language
<br />effecting coverage required by this clause).
<br />F. To the extent applicable, and after discussion with City and potential subcontractor(s),
<br />Foundation shall require such applicable sub-contractors to comply with all of the provisions in
<br />this Agreement regarding Insurance.
<br />8. INDEMNIFICATION
<br />Foundation agrees to defend and indemnify City, City officials, officers, agents, employees, assigns
<br />and successors in interest, from and against any and all third party claims, lawsuits, causes of action,
<br />losses, demands expenses, including but not limited to, reasonable attorney’s fees, costs of litigation,
<br />and damages of any kind for death or injury of any kind, including Foundation’s employees, agents,
<br />officials, and volunteers, or damage or destruction of any property of Foundation, vendors,
<br />subcontractors, arising from the negligent acts, omissions or willful misconduct resulting from the
<br />Event. This provision does not include the negligence, omissions or willful misconduct of the City,
<br />City officials, officers, agents, employees, volunteers, assigns, and/or successors in interest. The
<br />provision of this Section survive cancellation or expiration of this Agreement.
<br />9. CONFIDENTIALITY
<br />If either Party receives from the other information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, receiving Party agrees that it shall not
<br />use or disclose such information except in the performance of this Agreement, and further agrees to
<br />exercise the same degree of care it uses to protect its own information of like importance, but in no
<br />event less than reasonable care. “Confidential Information” shall include all nonpublic information.
<br />Confidential information includes not only written information, but also information transferred orally,
<br />visually, electronically, or by other means. Confidential information disclosed to either Party by any
<br />subsidiary and/or agent of the other Party is covered by this Agreement. The foregoing obligations
<br />of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in
<br />publicly available sources; (b) is, through no fault of the disclosing Party where it is disclosed in a
<br />publicly available source; (c) is in rightful possession of the disclosing Party without an obligation of
<br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed
<br />by the Party without reference to information disclosed by the other Party. The provision of this
<br />Section survive cancellation or expiration of this Agreement.
<br />10. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be
<br />in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
<br />certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner
<br />provided in this Section, to the following persons:
<br />To City: City Clerk
<br />City of Santa Ana
<br />20 Civic Center Plaza (M-30)
<br />P.O. Box 1988
<br />Santa Ana, CA 92702-1988
<br />Exhibit 1
|