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<br />(ii) Certificates of insurance shall be furnished to the City upon execution of
<br />this Agreement and shall be approved in form by the City Attorney.
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<br />(iii) Certificates and policies shall state that the policies shall not be canceled
<br />or reduced in coverage or changed in any other material aspect without
<br />thirty (30) days prior written notice to the City.
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<br />e. If ACMS fails or refuses to produce or maintain the insurance required by this section
<br />or fails or refuses to furnish the City with required proof that insurance has been procured and is
<br />in force and paid for, the City shall have the right, at the City's election, to forthwith terminate
<br />this Agreement. Such termination shall not effect ACMS' s right to be paid for its time and
<br />materials expended prior to notification of termination. ACMS waives the right to receive
<br />compensation and agrees to indemnify the City for any work performed prior to approval of
<br />insurance by the City.
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<br />6. INDEMNIFICATION
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<br />ACMS agrees to indemnify, defend and hold harmless to the maximum extent allowed by
<br />law, the City of Santa Ana, its officers, agents, employees, volunteers and representatives from
<br />and against any and all liabilities, suits, actions, proceedings, judgments, liens, injuries (whether
<br />in contract or in tort, including personal injury, accidental death or property damage, and
<br />regardless of whether the allegations are false, fraudulent or groundless), claims, demands, costs,
<br />losses, damages or expenses, including reasonable attorney's fees and costs, that arise out of or
<br />result from, or are connected with, or which are alleged to have arisen out of or have been
<br />connected with, in whole or in part, (I) the acts or omissions of ACMS, its employees, agents or
<br />subcontractors, whether directly or indirectly employed, or (2) the breach by ACMS of any of its
<br />obligations, duties or other responsibilities hereunder.
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<br />ACMS shall defend all legal proceedings that may be brought against the City, its
<br />officers, agents, employees, volunteers and representatives, with counsel reasonably acceptable
<br />to the City, and ACMS shall satisfy any resulting judgment or settlement, not to exceed the level
<br />ofliability imposed upon or assessed against ACMS by said judgment or settlement, whether or
<br />not the liability, suit, action, proceeding, judgment, lien, injury, claim, demand, cost, loss,
<br />damage or expense was actually or allegedly caused in whole or part through the negligent,
<br />wrongful or tortuous conduct of any such other persons, but not if the same was actually caused
<br />solely by any such other person.
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<br />ACMS' obligation to indemnify, defend and hold harmless shall remain in effect and
<br />shall be binding upon ACMS whether such injury or damage shall accrue, or may be discovered,
<br />before or after termination of this Agreement.
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<br />7. CONFIDENTIALITY
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<br />If ACMS receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, ACMS agrees that it shall not use
<br />or disclose such information except in the performance of this Agreement, and further agrees to
<br />exercise the same degree of care it uses to protect its own information of like importance, but in
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