|
7. INDEMNIFICATION
<br />To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its
<br />officers, agents and employees (collectively, the "Indemnified Parties") from and against any and all claims
<br />(including, without limitation, claims for bodily injury, death or damage to property), demands, obligations,
<br />damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses
<br />(including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature
<br />whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate
<br />(directly or 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 conducted
<br />performing the work (including the negligent and/or willful acts, errors and/or omissions of Contractor, its
<br />principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed
<br />directly or indirectly by any of them or for whose acts they may be liable for any or all of them).
<br />Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the
<br />Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the
<br />Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees
<br />in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability
<br />regardless 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 />8. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose
<br />such information except in the performance of this Agreement, and further agrees to exercise the same
<br />degree of care it uses to protect its own information of like importance, but in no event less than reasonable
<br />care. "Confidential Information" shall include all nonpublic information. Confidential information includes
<br />not only written information, but also information transferred orally, visually, electronically, or by other
<br />means.
<br />9. CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
<br />10. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in
<br />writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified
<br />mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in
<br />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 />With courtesy copies to:
<br />Public Works - Maintenance Division
<br />City of Santa Ana
<br />25H-10
|