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Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, contractors,
<br />special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial
<br />or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may
<br />arise from the direct or indirect operations of the Contractor 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; and (2) from any
<br />claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the
<br />terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for
<br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of
<br />the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor
<br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for
<br />special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement,
<br />or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or
<br />property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding.
<br />8. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information is reasonably
<br />understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information
<br />except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its
<br />own information of like 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 also information
<br />transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any
<br />subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and
<br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through
<br />no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without
<br />an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by
<br />the Contractor without reference to information disclosed by the City.
<br />9. CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would
<br />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 writing and
<br />shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or
<br />sent by facsimile or other 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 />With courtesy copies to:
<br />Public Works — Design Engineering
<br />City of Santa Ana
<br />20 Civic Center Plaza (M -36)
<br />P.O. Box 1988
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