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(iv) Certificates and renewals shall be sent to Monica Suter, Santa Ana Public Works
<br />Agency, 20 Civic Center Plaza (M -36), Santa Ana, California 92702.
<br />f. If Consultant 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 Consultant's right to be paid for its time and materials expended prior to
<br />notification of termination. Consultant 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.
<br />6. INDEMNIFICATION
<br />Consultant 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 personal
<br />injury, including death, and claims for property damage, which may arise from the direct or indirect
<br />operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting
<br />on their behalf which relates to the services described in section I 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 effects arising from this Agreement. This indemnity and hold harmless agreement applies to all
<br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have
<br />been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects,
<br />arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all
<br />costs 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 asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of,
<br />or effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<br />CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and /or proprietary, Consultant 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 Consultant disclosed in a publicly available source; (c) is in rightful
<br />possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by
<br />operation of law; or (e) is independently developed by the Consultant without reference to information
<br />disclosed by the City.
<br />8. CONFLICT OF INTEREST CLAUSE
<br />Consultant 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.
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