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f If Consultant fails or refuses to produce or maintain the insurance required by
<br />this section or fails or refuses to furnish the City with required proof that
<br />insurance has been procured and is in force and paid for, the City shall have the
<br />right, at the City's election, to terminate this Agreement. Such termination shall
<br />not affect Consultant's right to be paid for its time and materials expended
<br />prior to notification of termination. Consultant waives the right to receive
<br />compensation and agrees to indemnify the City for any work performed prior
<br />to approval of insurance by the City.
<br />U INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its
<br />officers, agents, employees, consultants, special counsel, and representatives from
<br />liability: (1) for personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief arising out of claims for personal injury, including death, and claims
<br />for property damage, which may arise from the negligent operations of the Consultant
<br />or its Consultants, subcontractors, agents, employees, or other persons acting on their
<br />behalf which relates to the services described in section 1 of this Agreement; and (2)
<br />from any claim that personal injury, damages, just compensation, restitution, judicial
<br />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
<br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged
<br />to have been suffered, by reason of the events referred to in this Section or by reason
<br />of the terms of, or effects, arising from this Agreement. The Consultant further agrees
<br />to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br />fees and costs for special counsel to be selected by the City, regarding any action by
<br />a third party challenging the validity of this Agreement, or asserting that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation
<br />in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's
<br />services are subject to Civil Code Section 2782.8, the above indemnity shall be
<br />limited, to the extent required by Civil Code Section 2782.8, to claims that arise of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the
<br />Consultant.
<br />13. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this
<br />Agreement shall be in writing and shall be deemed to be properly given if delivered in
<br />person or mailed by first class or certified mail, postage prepaid, in the manner provided
<br />in this Section, to the following persons:
<br />To City: Clerk of the City Council City of Santa Ana
<br />20 Civic Center Plaza (M-30)
<br />Page S of 10
<br />25B-7
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