|
terminate this Agreement, Such termination shall not effect Contractor's right to be paid for its
<br />time and materials expended prior to notification of termination. Contractor waives the right to
<br />receive compensation and agrees to indemnify the City for any work performed prior to approval
<br />of insurance by the City.
<br />6. INDEMNIFICATIONN
<br />Contractor agrees to and shall defend, indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (1) for personal
<br />injury, 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 direct
<br />or indirect operations of Contractor or its contractors, subcontractors, agents, employees, or other
<br />persons acting on their behalf which relates to the services described in section I of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the teens of or effects arising from this Agreement.
<br />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
<br />events referred to in this Section or by reason of the terms of; or effects, arising from this
<br />Agreement. Contractor farther agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City,
<br />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
<br />or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br />may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code
<br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
<br />2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Contractor.
<br />CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential acid/or proprietary, Contractor 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 all
<br />nonpublic information. Confidential information includes not only written information, but also
<br />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 any
<br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
<br />Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
<br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
<br />is independently developed by the Contractor without reference to information disclosed by the
<br />City.
<br />Page 3 of 6
<br />
|