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e. If Contractor fails or refuses to produce or maintain the insurance required by this <br />section or fails or refuses to furnish the City with required proof that insurance has been procured <br />and is in force and paid for, the City shall have the right, at the City's election, to forthwith <br />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 />8. INDEMNIFICATION <br />To the fullest extent permitted by law, Contractor shall indemnify, defend and hold <br />harmless the City, its officers, agents and employees (collectively, the "indemnified parties") <br />from and against any and all claims for bodily injury, death or damage to property, demands, <br />obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, <br />liabilities, costs and expenses (including without limitation, attorney's fees, disbursements and <br />court costs) of every kind and nature whatsoever, which may arise from or in any manner relate <br />to, directly or indirectly, work performed or services provided pursuant to this Agreement, <br />including without limitation, defects in workmanship and/or materials, or Contractor's presence <br />or activities conducted performing the work (including the negligent or willful acts or omissions <br />of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors and <br />subcontractors). Notwithstanding the foregoing, nothing herein shall be construed to require <br />Contractor to indemnify the indemnified parties from any claim arising from the sole negligence <br />or willful misconduct of the indemnified parties. Nothing in this indemnity shall be construed as <br />authorizing any award of attorney's fees in any action on or to enforce the terms of this <br />Agreement. This indemnity shall apply to all claims and liability regardless of whether any <br />insurance policies are applicable. The policy limits do not act as a limitation on the amount of <br />indemnification to be provided by the contractor. <br />9. CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/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. <br />10. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />11. 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 />25E-6