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5. Indemnification and Cooperation in Claim Defense.
<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 of
<br />the District or its agents under this Agreement, except to the extent that such claims, costs, or liability arise
<br />directly or indirectly from the negligent or wrongful acts or omissions of City, its officers, agents and
<br />employees.
<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 of
<br />the City or its agents under this Agreement, except to the extent that such claims, costs, or liability arise
<br />directly or indirectly from the negligent or wrongful acts or omissions of District, its officers, agents and
<br />employees.
<br />6. Environmental Review. The District and City shall be responsible for ensuring compliance with the California
<br />Environmental Quality Act (CEQA) and any other applicable environmental laws with regard to the entire
<br />Project, inclusive of the MPR/CC. The City has already completed environmental review in compliance with
<br />the National Environmental Policy Act (24 CFR Part 58, etc.) for the MPR/CC. The MPR/CC was also
<br />evaluated under CEQA as a component of a larger project analyzed at a project - specific level in Environmental
<br />Impact Report (EIR) No. 2006 -02, which was certified on June 7, 2010 by the Santa Ana City Council.
<br />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 of law; or (e) is independently developed by one of
<br />the Parties without reference to information disclosed by the other Party.
<br />8. Conflict of Interest. 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., and 24 CFR
<br />576.57 and OMB Circulars 1 -102 and A -110. In addition, each Party agrees that it will not hire or permit the hiring
<br />of any person to fill a position funded through this Agreement if a member of that person's immediate family is
<br />employed in an administrative capacity by that Party. For the purposes of this section, the term "immediate family"
<br />means spouse, child, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity"
<br />means having selection, hiring, supervisor or management responsibilities.
<br />9. Drug 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 MPR/CC and both
<br />parties hereby certify that they comply with said Act.
<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, because of race, color, ancestry, national origin, or
<br />religious creed, and therefore each Party agrees to comply with applicable Federal and California laws
<br />including, but not limited to the California Fair Employment Practice Act beginning with Government Code
<br />Section 12900 and Labor Code Section 1735. In addition, the District agrees to require like compliance by all
<br />its contractor(s) and subcontractor(s) on the MPR/CC.
<br />Construction Reimbursement Agreement — City of Santa Ana /SAUSD — MPR/CC 8 -28 -12 Page 3
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