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and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind <br />and nature whatsoever (individually, a claim; collectively, "claims "), which may arise from or in any <br />manner relate (directly or indirectly) to any work performed or services provided under this contract <br />(including, without limitation, defects in workmanship and /or materials) or Contractor's presence or <br />activities conducted performing the work (including the negligent and /or willful acts, errors and /or <br />omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, <br />subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be <br />liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require <br />Contractor to indemnify the indemnified parties from any claim arising from the sole negligence or <br />willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability <br />regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation <br />upon the amount of indemnification to be provided by the contractor. <br />9. CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise the <br />same degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information" shall include all nonpublic information, Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; <br />(b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful <br />possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by <br />operation of law; or (e) is independently developed by the Contractor without reference to information <br />disclosed by the City. <br />10. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />11. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner <br />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 />telefacsimile (714) 647 -6956 <br />With courtesy copies to: <br />Public Works Agency <br />