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6. INDEMNIFICATION
<br />To the fullest extent permitted by law, Contractor shall indemnify, defend and hold
<br />harmless City, its officers, agents and employees (collectively, the "Indemnified Parties") from
<br />and against any and all claims (including, without limitation, claims for bodily injury, death or
<br />damage to property), demands, obligations, damages, actions, causes of action, suits, losses,
<br />judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
<br />attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually,
<br />a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
<br />indirectly) to any work performed or services provided under this Contract (including, without
<br />limitation, defects in workmanship and/or materials) or Contractor's presence or activities
<br />conducted performing the work (including the negligent and/or willful acts, errors and/or
<br />omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers,
<br />contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose
<br />acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein
<br />shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim
<br />arising from the negligence or willful misconduct of the Indemnified Parties. Nothing in this
<br />indemnity shall be construed as authorizing any award of attorney's fees in any action on or to
<br />enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless
<br />of whether any insurance policies are applicable. The policy limits do not act as a limitation upon
<br />the amount of indemnification to be provided by the Contractor.
<br />CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
<br />it shall not use or disclose such information except in the performance of this Agreement, and
<br />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
<br />all nonpublic information. Confidential information includes not only written information, but
<br />also information transferred orally, visually, electronically, or by other means.
<br />8. CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct
<br />or indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />9. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this
<br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
<br />mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
<br />telegraphic communication in the 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, CA 92702-1988
<br />Fax 714-647-6956
<br />25F-9
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