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6. INDEMNIFICATION <br />Consultant agrees to and shall indemnify and hold hamiless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including death, and claims for property damage, which may arise from the <br />negligence or willful misconduct of the Consultant or its contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf which relates to the services described in <br />section 1 of this Agreement. The Consultant farther agrees to indemnify, hold harmless, and pay <br />all costs for the defense of the City, including fees and costs for special counsel to be selected by <br />the City, regarding any action by a third party asserting that personal injury, damages, just <br />compensation, restitution, judicial or equitable relief due to personal or property rights arises <br />from this Agreement. City may make all reasonable decisions with respect to its representation in <br />any legal proceeding. <br />7. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees that <br />it shall not use or disclose such information except in the performance of this Agreement, and <br />further agrees to exercise the same degree of care it uses to protect its own information of like <br />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 <br />also information transferred orally, visually, electronically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and/or agent of the other party is covered <br />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 <br />of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the <br />Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of <br />law; or (e) is independently developed by the Consultant without reference to information <br />disclosed by the City. <br />8. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />9. NOTICE <br />With the exception of insurance certificates and renewals covered by Section 5.e.iv, <br />above, any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic <br />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 />