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(iii) Certificates and policies shall state that the policies shall not be canceled or
<br />reduced in coverage or changed in any other material aspect without thirty (30)
<br />days prior written notice to the City.
<br />f. 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.
<br />6. INDEMNIFICATION AND HOLD HARMLESS
<br />Contractor agrees to indemnify and hold harmless the City, its officers, agents,
<br />employees, contractors, special counsel, and representatives from liability: (1) for personal
<br />injury, damages, just compensation, lost profits, restitution, judicial or equitable relief or any
<br />other type of damage whatsoever arising out of claims for the same, which may arise from the
<br />direct or indirect actions of the Contractor or its contractors, subcontractors, agents, employees,
<br />or other persons acting on their behalf which relates in any way to the services provided by
<br />Contractor under this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, lost profits, restitution, or judicial or equitable relief or any other type of damage
<br />whatsoever is due by reason of the terms of or effects arising from this Agreement or of the
<br />Contractor's actions hereunder. This indemnity and hold harmless agreement applies to all
<br />claims for damages, just compensation, restitution, lost profits or any other judicial or equitable
<br />relief or damages suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor
<br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br />including fees and costs for special counsel to be selected by the City, relative to any action by a
<br />third party challenging the validity of this Agreement, or asserting that personal injury, damages,
<br />just compensation, restitution, lost profits, or judicial or equitable relief or any other type of
<br />damage whatsoever has arisen by reason of the terms of, or effects arising from this Agreement
<br />or Contractor's actions hereunder. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<br />7. 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
<br />this Agreement.
<br />8. 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 />20 Civic Center Plaza (M-30)
<br />P.O. Box 1988
<br />3
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