Laserfiche WebLink
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including death, and claims for property damage, which may arise from the direct or <br />indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other <br />persons acting on their behalf which relates to the services described in section 1 of this Agreement; <br />and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or <br />equitable relief is due by reason of the terms of or effects arising from this Agreement. The Consultant <br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees <br />and costs for special counsel to be selected by the City, regarding any action by a third party asserting <br />that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal <br />or property rights arises by reason of the terms of, or effects arising from this Agreement. City may <br />make all reasonable decisions with respect to its representation in any legal proceeding. <br />9. CONFIDENTIALITY <br />If Consultant or its assigned personnel receives from the City information which due to the <br />nature of such information is reasonably understood to be confidential and/or proprietary, Consultant <br />agrees that it shall not use or disclose such information except in the performance of this Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own information of like <br />importance, but in no event less than reasonable care. "Confidential Information" shall include all <br />nonpublic information. Confidential information includes not only written information, but also <br />information transferred orally, visually, electronically, or by other means. Confidential information <br />disclosed to either party by any subsidiary and/or agent of the other party is covered by this <br />Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any <br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the <br />Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is <br />independently developed by the Consultant without reference to information disclosed by the City. <br />10. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />11. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be 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 telefacsimile or other telegraphic communication in the <br />manner provided in this Section, to the following persons: <br />To City: Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, California 92702-1988 <br />telefacsimile (714) 647-6956 <br />With courtesy copies to: <br />Page 16 of 21 <br />19D-18