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that insurance has been procured and is in force and paid for, the City
<br />shall have the right, at the City's election, to forthwith terminate this
<br />contract. Such termination shall not affect contractors right to be paid for
<br />its time and materials expended prior to notification of termination.
<br />Contractor waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance
<br />by the City.
<br />HOLD HARMLESS/ INDEMNIFICATION
<br />Contractor agrees to and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from
<br />liability: (1) for personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief arising out of claims for personal injury, including death, and
<br />claims for property damage, which may arise from the negligent operations of the
<br />Contractor or its subcontractors, agents, employees, or other persons acting on
<br />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
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms
<br />of or effects arising from this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution,
<br />judicial or equitable relief suffered, or alleged to have been suffered, by reason of
<br />the events referred to in this Section or by reason of the terms of, or effects,
<br />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
<br />for special counsel to be selected by the City, regarding any action by a third
<br />party challenging the validity of this Agreement, or asserting that personal injury,
<br />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
<br />from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the
<br />extent Contractor's services are subject to Civil Code §2782.8, the above
<br />indemnity shall be limited, to the extent required by Civil Code §2782.8, to claims
<br />that arise of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Contractor.
<br />ItimmiLq[iYti
<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
<br />delivered in person or mailed by first class or certified mail, postage prepaid, sent
<br />by facsimile communication, or via e-mail to the following persons:
<br />To City: Clerk of the Council
<br />City of Santa Ana
<br />20 Civic Center Plaza (M -30)
<br />Santa Ana, CA 92701
<br />Fax (714)647 -6956
<br />With courtesy copy to: City Attorney
<br />City of Santa Ana
<br />25G -8
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