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(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. <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. <br />e. If Provider 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. Such termination shall not effect Provider's right to be paid for its <br />time and materials expended prior to notification of termination. Provider waives the right to <br />receive compensation and agrees to indemnify the City for any work performed prior to approval <br />of insurance by the City. <br />6. INDEMNIFICATION <br />Provider agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, and representatives from liability for personal injury, damages, just compensation, <br />restitution, judicial or equitable relief arising out of claims for personal injury, including death, <br />and claims for property damage, which may arise from the negligence or willful misconduct of <br />the Provider or its contractors, subcontractors, agents, employees, or other persons acting on their <br />behalf which relates to the provision of services described in section 1 of this Agreement. The <br />Provider 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, regarding any action <br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief <br />due to personal or property rights arises from the negligence or willful misconduct of Provider or <br />its contractors, subcontractors, agents, employees or other persons acting on their behalf. City <br />may make all reasonable decisions with respect to its representation in any legal proceeding. <br />City agrees to and shall indemnify and hold harmless, Provider, its officers and employees <br />from liability for personal injury and /or property damage arising from the City's negligent acts in <br />relation to the maintenance of the facilities. <br />7. CONFLICT OF INTEREST CLAUSE <br />Provider covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />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 />Santa Ana, CA 92702 -1988 <br />