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Exhibit 1
<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 attomey'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
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