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<br />A. District shall indemnify, save, protect, defend and hold harmless the City, its officers, agents and
<br />employees from any and all claims, costs, and liability, including reasonable attorneys' fees, for any
<br />damage, injury or death, to persons or property arising from the negligent or wrongful acts or omissions
<br />of the District or its agents under this Agreement, except to the extent that such claims, costs, or liability
<br />arise directly or indirectly from the negligent or wrongful acts or omissions of City, its officers, agents
<br />and employees.
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<br />B. City shall indemnify, save, protect, defend and hold harmless the District, its officers, agents and
<br />employees from any and all claims, costs and liability, including reasonable attorneys' fees, for any
<br />damage, injury or death, to persons or property arising from the negligent or wrongful acts or omissions
<br />of the City or its agents under this Agreement, except to the extent that such claims, costs, or liability
<br />arise directly or indirectly from the negligent or wrongful acts or omissions of District, its officers, agents
<br />and employees.
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<br />6. Environmental Review. The District shall be responsible for ensuring compliance with the California
<br />Environmental Quality Act and any other applicable environmental laws with regard to the Project, however,
<br />the City shall be responsible for CEQA clearance and compliance for the Facilities.
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<br />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 oflaw; or (e) is independently developed by one of
<br />the Parties without reference to information disclosed by the other Party.
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<br />8. Conflict ofInterest. 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 tenn "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 />res pons ib ilities.
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<br />9. Drul! Free Workplace. The Parties confirm that both comply with Government Code Sections 8350 et seq.,
<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.
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<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.
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<br />11. Attornevs' 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.
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<br />Construction Reimbursement Agreement - City of Santa Ana/SAUSD - Willard Facilities
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