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records and information pursuant to all statutory laws relating to privacy and confidentiality that
<br /> currently exist or exist at any time during the term of this Contract.All such records and information
<br /> shall be considered confidential and kept confidential by Contractor and Contractor's staff, agents
<br /> and employees.
<br /> T. COMPLIANCE WITH LAWS: Contractor represents and warrants that services to be provided under
<br /> this Contract shall fully comply, at Contractor's expense, with all standards, laws, statutes,
<br /> restrictions, ordinances, requirements, and regulations (collectively "laws"), including, but not
<br /> limited to those issued by City in its governmental capacity and all other laws applicable to the
<br /> services at the time services are provided to and accepted by City. Contractor acknowledges that
<br /> City is relying on Contractor to ensure such compliance,and pursuant to the requirements of Article
<br /> "Z" below, Contractor agrees that it shall defend, indemnify and hold City and City
<br /> INDEMNITEES harmless from all liability,damages,costs and expenses arising from or related to
<br /> a violation of such laws.
<br /> U. FREIGHT(F.O.B.DESTINATION): Intentional omitted.
<br /> V. SEVERABILITY:If any term, covenant, condition or provision of this Contract is held by a court of
<br /> competent jurisdiction to be invalid,void,or unenforceable,the remainder of the provisions hereof
<br /> shall remain in full force and effect and shall in no way be affected,impaired or invalidated thereby.
<br /> W. ATTORNEY FEES:In any action or proceeding to enforce or interpret any provision of this Contract,
<br /> each party shall bear their own attorney's fees, costs and expenses.
<br /> X. INTERPRETATION: This Contract has been negotiated at arm's length and between persons
<br /> sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party
<br /> had been represented by experienced and knowledgeable independent legal counsel of their own
<br /> choosing or has knowingly declined to seek such counsel despite being encouraged and given the
<br /> opportunity to do so. Each party further acknowledges that they have not been influenced to any
<br /> extent whatsoever in executing this Contract by any other party hereto or by any person representing
<br /> them,or both.Accordingly,any rule or law(including California Civil Code Section 1654)or legal
<br /> decision that would require interpretation of any ambiguities in this Contract against the party that
<br /> has drafted it is not applicable and is waived.The provisions of this Contract shall be interpreted in
<br /> a reasonable manner to affect the purpose of the parties and this Contract.
<br /> Y. EMPLOYEE ELIGIBILITY VERIFICATION: Contractor warrants that it fully complies with all
<br /> Federal and State statutes and regulations regarding the employment of aliens and others and that
<br /> all its employees performing work under this Contract meet the citizenship or alien status
<br /> requirement set forth in Federal statutes and regulations. The Contractor shall obtain, from all
<br /> employees performing work hereunder, all verification and other documentation of employment
<br /> eligibility status required by Federal or State statutes and regulations including,but not limited to,
<br /> the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist
<br /> and as they may be hereafter amended. The Contractor shall retain all such documentation for all
<br /> covered employees for the period prescribed by the law. The Contractor shall indemnify, defend
<br /> and hold harmless, the City, its agents, officers, and employees from employer sanctions and any
<br /> other liability which may be assessed against the Contractor or the City or both in connection with
<br /> any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for
<br /> employment of any persons performing work under this Contract.
<br /> Z. INDEMNIFICATION PROVISIONS: Contractor agrees to indemnify, defend with counsel approved
<br /> in writing by City, and hold City, its elected and appointed officials, officers, employees, agents
<br /> and those special districts and agencies which City Council acts as the governing Board harmless
<br /> from any claims, demands or liability of any kind or nature, including but not limited to personal
<br /> injury or property damage, arising from or related to the services, products or other performance
<br /> provided by Contractor pursuant to this Contract.If judgment is entered against Contractor and City
<br /> by a court of competent jurisdiction because of the concurrent active negligence of City or City
<br /> Indemnitees,Contractor and City agree that liability will be apportioned as determined by the court.
<br /> Neither party shall request a jury apportionment.
<br /> City of Santa Ana Page 7 of24 MA-017-23011445
<br /> Refrigerated rending Machine Services File No.2436104 Farmer's Fridge
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