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<br />(iii)
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<br />Certificates of insurance shall be furnished to the City upon execution
<br />of this Agreement and shall be approved in form by the City Attorney,
<br />Certificates and policies shall state that the policies shall not be
<br />canceled or reduced in coverage or changed in any other material
<br />aspect without thirty (30) days prior written notice to the City,
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<br />(ii)
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<br />d, If Educator 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
<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 Educator's right to be
<br />paid for its time and materials expended prior to notification of termination, Educator waives
<br />the right to receive compensation and agrees to indemnify the City for any work performed
<br />prior to approval of insurance by the City,
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<br />6.
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<br />INDEMNIFICATION
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<br />a. Educator agrees to and shall indemnify, hold harmless and defend the City, its
<br />officers, agents, employees and representatives from every claim or demand made and every
<br />liability, loss, damage or expense, of any nature whatsoever, which may be incurred by
<br />reason ofliability for (I) death or personal injury, (2) injury to, loss or theft of property, or
<br />(3) any other loss, damage or expense arising out of (I) or (2) above, sustained by the
<br />Educator or any person, firm or corporation employed by the Educator, either directly or by
<br />independent contract, upon or in connection with the services called for in this Agreement,
<br />however caused, but only in proportion to, and to the extent such liability, loss, damage or
<br />expense is caused by, or results from, the negligent or intentional acts or omissions of
<br />Educator, its officers, agents or employees.
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<br />b. City agrees to and shall indemnify, hold harmless and defend Educator, the Orange
<br />County Board of Education and its officers, agents and employees from every claim or
<br />demand made and every liability, loss, damage or expense, of any nature whatsoever, which
<br />may be incurred by reason ofliability for (I) death or personal injury, (2) injury to, loss or
<br />theft of property, or (3) any other loss, damage or expense arising out of (I) or (2) above,
<br />sustained by the City or any person, firm or corporation employed by the City, either directly
<br />or by independent contract, upon or in connection with the services called for in this
<br />Agreement, however caused, but only in proportion to, and to the extent such liability, loss,
<br />damage or expense is caused by, or results from, the negligent or intentional acts or
<br />omissions of City, its officers, agents, employees or representatives,
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<br />c. Neither party hereto may assert against the other party any claim in connection
<br />with this Agreement unless the asserting party has given the other party written notice of the
<br />claim within six (6) months after the asserting party first knew or should have known of the
<br />facts giving rise to such claim.
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<br />7.
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<br />EMERGENCIES
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