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<br /> <br /> <br /> <br /> <br /> <br /> C. 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 insurance has been <br /> procured and is in force and paid for, the City shall have the right, at the City's election, to <br /> forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be <br /> paid for its time and materials expended prior to notification of termination. Consultant waives <br /> the right to receive compensation and agrees to indemnify the City for any work performed prior <br /> to approval of insurance by the City. <br /> 6. INDEMNIFICATION <br /> <br /> Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, <br /> employees, consultants, special counsel, and representatives from liability 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, to the extent such claims may <br /> arise from the operations of the Contractor or its contractors, subcontractors, agents, employees, <br /> or other persons acting on their behalf which relates to the services described in section 1 of this <br /> Agreement. <br /> 7. 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. "Confidential Information" shall include <br /> all nonpublic information. Confidential information includes not only written information, but <br /> also information transferred orally, visually, electronically, or by other means. Confidential <br /> information disclosed to either party by any subsidiary and/or agent of the other party is covered <br /> by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to <br /> any information that (a) has been disclosed in publicly available sources; (b) is, through no fault <br /> of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the <br /> Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of <br /> law; or (e) is independently developed by the Contractor without reference to information <br /> disclosed by the City. <br /> 8. 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 /> <br /> 9. NOTICE <br /> <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: Public Works Agency - Water Division <br /> City of Santa Ana <br /> 220 South Daisy Avenue <br /> Santa Ana, CA 92703 <br /> <br /> <br /> 25C-5 <br />