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7. Confidentiality: If either Party receives from the other Party information which due to the nature of that
<br />information is reasonably understood to be confidential and/or proprietary, the Parties agree that they shall not
<br />use or disclose that information except in the performance of this Agreement, and further agrees to exercise the
<br />same degree of care it uses to protect its own information of like importance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information
<br />includes not only written information, but also information transferred orally, visually, electronically, or by
<br />other means. Confidential information disclosed to either Party by any subsidiary and/or agent of the other
<br />Party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to
<br />any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Parties
<br />disclosed in a publicly available source; (c) is in rightful possession of the Parties without an obligation of
<br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by one of
<br />the Parties without reference to information disclosed by the other Party.
<br />8. Conflict of Interest. The Parties shall ensure compliance with all applicable conflict of interest laws including,
<br />without limitation, the Fair Political Practices Act and Government Code section 1090, et seq. In addition, each
<br />Party agrees that it will not hire or permit the hiring of any person to fill a position funded through this Agreement if
<br />a member of that person's immediate family is employed in an administrative capacity by that Party. For the
<br />purposes of this section, the term "immediate family" means spouse, child, aunt, uncle, niece, nephew, stepparent
<br />and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management
<br />responsibilities.
<br />9. Drug Free Workplace. The Parties confirm that both comply with Government Code Sections 8350 et seg.,
<br />the Drug-Free Workplace Act of 1990 and shall take diligent actions to ensure that there is no unlawful
<br />manufacture, distribution, dispensing, possession or use of a controlled substance on the Project.
<br />10. Anti-Discrimination: It is the policy of the Parties that there be no discrimination against any employee
<br />engaged in the work, including work under contract, on the basis of sex, race, creed, color, ancestry, national
<br />origin, religion, sexual orientation, disability, medical condition or marital status, and therefore each Party
<br />agrees to comply with applicable Federal and California laws including, but not limited to the California Fair
<br />Employment Practice Act beginning with Government Code Section 12900 and Labor Code Section 1735. In
<br />addition, the District agrees to require like compliance by all its contractor(s) and subcontractor(s) on the
<br />Project.
<br />11. Attorneys' Fees. During any dispute(s) between the Parties related to this Agreement, if any, each Party shall
<br />pay their own attorneys fees and related expenses incurred and shall not have a right to recover any of those fees
<br />from the other Party.
<br />12. Force Maieure. Neither Party shall be held responsible or liable for an inability to fulfill any obligation under
<br />this Agreement by reason of an act of God, natural disaster, rationing or restrictions on the use of utilities or
<br />public transportation whether due to energy shortages or other causes, war, civil disturbance, riot, or terrorism
<br />("Force Majeure"). Any Party relying on a Force Majeure shall give the other Party reasonable notice thereof,
<br />and the Parties shall use their best efforts to minimize potential adverse effects from such Force Majeure,
<br />including, without limitation, subcontracting the obligations of the Party claiming such Force Majeure to a third
<br />party and extending the time periods for performance.
<br />13. Assignment. Neither Party may, without the other Party's prior written consent, assign its rights or delegate its
<br />duties pursuant to this Agreement. This provision does not apply to the District's contracting with contractor(s),
<br />consultant(s), or others to perform services or provide other items related to the planning, approval, design, or
<br />construction of Project, including the Facilities. The District's contracting with others shall not alter the District
<br />obligations pursuant to this Agreement.
<br />14. Successors and Assigns. This Agreement shall bind the successors and assigns of the Parties hereto.
<br />15. Further Assurances. Each Party to this Agreement shall at its own expense perform all acts and execute all
<br />documents and instruments that may be necessary or convenient to carry out its obligations under this
<br />Agreement.
<br />Construction Reimbursement Agreement - City of Santa Ana/SAUSD - Willard Facilities Page 3
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