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the notice, the City may terminate this Agreement by providing written notice of termination to the District.
<br />District shall be liable to City for all costs, fees, expenses, and other damages incurred by the City arising
<br />from District's breach(es). If a breach is not curable in ten (10) days, the District will provide the City notice
<br />thereof and so long as the District diligently works to cure the breach, the District will not be liable to the
<br />City thereon and the City may not terminate this Agreement based on that breach.
<br />d. The remedies in this paragraph are in addition to any other remedies available at law or under this
<br />Agreement. A decision by a Party not to terminate this Agreement pursuant to this paragraph does not
<br />constitute a waiver of any other claims or remedies that Party may have against the other.
<br />5. Indemnification and Cooperation in Claim Defense.
<br />a. District shall indemnify, save, protect, defend and hold harmless the City, its officers, agents and employees
<br />from any and all claims, costs, and liability, including reasonable attorneys' fees, for any damage, injury or
<br />death, to persons or property arising from the negligent or wrongful acts or omissions of the District or its
<br />agents under this Agreement, except to the extent that such claims, costs, or liability arise directly or
<br />indirectly from the negligent or wrongful acts or omissions of City, its officers, agents and employees.
<br />b. City shall indemnify, save, protect, defend and hold harmless the District, its officers, agents and employees
<br />from any and all claims, costs and liability, including reasonable attorneys' fees, for any damage, injury or
<br />death, to persons or property arising from the negligent or wrongful acts or omissions of the City or its
<br />agents under this Agreement, except to the extent that such claims, costs, or liability arise directly or
<br />indirectly from the negligent or wrongful acts or omissions of District, its officers, agents and employees.
<br />6. Environmental Review. The City shall be responsible for ensuring compliance with the California
<br />Environmental Quality Act and any other applicable environmental laws with regard to the Project inclusive of
<br />the Facilities.
<br />7. 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. In addition, each
<br />Party agrees that it will not hire or permit the hiring of any person to fill a position funded through this Agreement if
<br />a member of that person's immediate family is employed in an administrative capacity by that Party. For the
<br />purposes of this section, the term "immediate family" means spouse, child, aunt, uncle, niece, nephew, stepparent
<br />and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management
<br />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 Project.
<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, on the basis of sex, race, creed, color, ancestry, national
<br />Construction Reimbursement Agr — City of Santa Ana /SAUSD — Roosevelt- Walker Facilities 1/31/13
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