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judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
<br />attorney's fees, disbursements and court costs) of every kind and nature whatsoever
<br />(individually, a claim; collectively, claims), which may arise from or in any manner related
<br />(directly or indirectly) to any work porformed or services provided under this Agreement
<br />(including, without limitation, defects in workmanship and /or tuaterials) or Consultant's
<br />presence or activities conducted performing the work (including the negligent and /or willful acts,
<br />errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors,
<br />suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or
<br />for whose acts they may be liable for any or all of there), Notwithstanding the foregoing, nothing
<br />herein shall 'be construed to require Consultant to indemnify the indemniflod parties fiionx any
<br />claim arising from the sole negligence or willful misconduct of the indemnified parties, This
<br />indemnity shall apply to all claims and liability regardless of whether any insurance policies are
<br />applicable, The policy limits do not act as a limitation upon the amount of indemnification to be
<br />provided by the Consultant.
<br />8. 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
<br />that it shall not use or disclose such information except in the performance of this Agreement,
<br />and further agrees to exercise the sarue degree of care it uses to protect its own infonnation of
<br />like importance, but in no event less than reasonable care, "Confidential Information" shall
<br />include all nonpublic information. Confidential information includes not only written
<br />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
<br />patty is covered by this Agreement, The foregoing obligations of non-use and nondisclosure
<br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
<br />through, no fault of the Consultant disclosed in a publicly available source; (C) is in rightful
<br />possession of the Consultant without an obligation of confidentiality; (d) is required to be
<br />disclosed by operation of law; or (c) is independently developed by the Consultant without
<br />reference to information disclosed by the City,
<br />9. CONFLICT OF INTElREST CLAUSE
<br />Consultant coveneLats 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
<br />this Agreement.
<br />10, NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this
<br />Agreoment shall be in writing and shall be doomed to be properly given if delivered in person or
<br />mailed by first class or certified mail, postage prepaid, or sent by facsimile 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 />25A -34
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