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<br /> e. If Contractor fails or refuses to produce or maintain the insurance required by this section or
<br /> fails or refuses to furnish the City with required proof that insurance has been procured and is in force and
<br /> paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such
<br /> termination shall not effect Contractor's right to be paid for its time and materials expended prior to
<br /> notification of termination. Contractor waives the right to receive compensation and agrees to indemnify
<br /> the City for any work performed prior to approval of insurance by the City.
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<br /> 6. INDEMNIFICATION
<br /> Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br /> employees, Contractors, special counsel, and representatives from liability: (1) for personal injury,
<br /> damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br /> injury, including health, and claims for property damage, which may arise from the direct or indirect
<br /> operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting
<br /> on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any
<br /> claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by
<br /> reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless
<br /> agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief
<br /> suffered, or alleged 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 Contractor further agrees to indemnify, hold
<br /> harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be
<br /> selected by the City, regarding any action by a third party challenging the validity of this Agreement, or
<br /> asserting that personal 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 Agreement. City
<br /> may make all reasonable decisions with respect to its representation in any legal proceeding.
<br /> 7. CONFLICT OF INTEREST CLAUSE
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<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 /> 8. NOTICE
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<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
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<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 - Maintenance Services
<br /> City of Santa Ana
<br /> 220 S. Daisy Avenue
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<br /> 25D-9
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