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and claims for property damage, which may arise from work negligently performed by operations of the
<br />Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the
<br />services described in Section 1 of this Agreement: and 2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred
<br />to in this section or by reason of the terms of, or effects, arising from this Agreement, but only to the extent of
<br />Contractor's negligence or willful misconduct. The Contractor further agrees to indemnify, hold harmless, and
<br />pay all cost for the defense of the City, including reasonable fees and costs for special counsel to be selected by
<br />the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property
<br />rights arises by reason of the terms of, effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representative 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
<br />information except in the performance of this Agreement, and further agrees to exercise the same degree of care
<br />it uses to protect its own information of like importance, but in no event less than reasonable care.
<br />"Confidential information" shall include all nonpublic information. Confidential information includes not only
<br />written information, but also information transferred orally, visually, electronically, or by other means.
<br />Confidential 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 nonuse and nondisclosure shall not apply to any information
<br />that 1) has been disclosed in publicly available sources; 2) is, through no fault of the Contractor, disclosed in a
<br />publicly available source; 3) is in rightful possession of the Contractor without an obligation of confidentially;
<br />4) is required to be disclosed by operation of law; or 5) is independently developed by the Contractor without
<br />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
<br />would conflict in any manner with performance if 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
<br />and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage
<br />prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this section, to the
<br />following persons:
<br />To City: Clerk of the City Council
<br />City of Santa Ana
<br />P.O. Box 1988 M -30
<br />Santa Ana, CA 92702 -1988
<br />Fax: 714- 647 -6956
<br />With courtesy copies to:
<br />Executive Director, Public Works Agency
<br />City of Santa Ana
<br />P.O. Box 1988 M -21
<br />Santa Ana, CA 92702
<br />Fax: 714- 647 -5069
<br />and: City Attorney 25E-5
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