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relationship, a joint venture relationship, or to allow the City and/or OCFA to exercise discretion or
<br />control over the professional manner in which either entity performs their respective services which are
<br />the subject matter of this MOU; however, the services to be provided by each entity under this MOU shall
<br />be provided in a manner consistent with all applicable standards and regulations governing such services.
<br />Each entity shall pay all salaries and wages, employer's social security taxes, unemployment insurance and
<br />similar taxes relating to its respective employees and shall be responsible for all applicable withholding taxes.
<br />4. INSURANCE
<br />OCFA represents that it is self-insured for up to at least one (1) million dollars for general
<br />liability (including property damage and bodily injury) as well as worker's compensation claims. OCFA
<br />agrees to provide the City with a letter setting forth their self-insured retention limits and any additional
<br />excess insurance coverage prior to the start of services under this MOU.
<br />5. INDEMNIFICATION
<br />OCFA agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />death, and claims for property damage, which may arise from the operations of the OCFA or its
<br />contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the
<br />services described in section 1A and 1B of this MOU; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due to the services described in
<br />section IA and 1B of this MOU. 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
<br />suffered, by reason of the events referred to in this Section. OCFA further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of City, including fees and costs for special counsel to be
<br />selected by the City, regarding any action by a third party challenging the validity of this MOU, or
<br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights covered by this Section 5. The City may make all reasonable decisions with
<br />respect to its representation in any legal proceeding.
<br />6. CONFIDENTIALITY
<br />If OCFA and/or City receives from each other information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, the entities agrees that they
<br />shall not use or disclose such information except in the performance of this MOU, and further agrees to
<br />exercise the same degree of care it uses to protect their respective information of like importance, but in
<br />no event less than reasonable care. "Confidential Information" shall include all nonpublic information.
<br />Confidential information includes not only written information, but also information transferred orally,
<br />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 MOU. The foregoing obligations of non-use
<br />and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
<br />sources; (b) is, through no fault of either party disclosed in a publicly available source; (c) is in rightful
<br />possession of the Party without an obligation of confidentiality; (d) is required to be disclosed by
<br />operation of law, including, but not limited to the Public Records Act; or (e) is independently developed
<br />without reference to information disclosed by the City.
<br />942149.1
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