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7. INDEMNIFICATION
<br />Engineer agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />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 the Engineer or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in section 1 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 terms of or effects arising from this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Engineer further agrees to indemnify, hold harmless, and pay all costs
<br />for the 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
<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 in any legal
<br />proceeding.
<br />8. CONFLICT OF INTEREST CLAUSE
<br />Engineer 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 />9. 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 person or
<br />mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
<br />telegraphic communication in the manner 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 />Fax 714- 647-6956
<br />With courtesy copy to:
<br />Public Works Agency
<br />City of Santa Ana
<br />Kurt Wiemann
<br />20 Civic Center Plaza (M-21)
<br />Santa Ana, California 92702
<br />Fax 714-647-5069
<br />To Engineer: Larry Mullen 8z Associates Incorporated
<br />1200 N Jefferson St., Unit D
<br />Anaheim, CA 92807
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