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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.
<br />6. If contractor fails or refuses to produce or maintain the insurance required
<br />by this section or fails or refuses to furnish the City with required proof
<br />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 contractor's 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 />F. HOLD HARMLESS/ INDEMNIFICATION
<br />To the fullest extent permitted by law, contractor shall indemnify, defend and hold
<br />harmless City, its officers, agents and employees (collectively, the "indemnified
<br />parties') from and against any and all claims (including, without limitation, claims
<br />for bodily injury, death or damage to property), demands, obligations, damages,
<br />actions, causes of action, suits, losses, judgments, fines, penalties, liabilities,
<br />costs and expenses (including, without limitation, attorney's fees, disbursements
<br />and court costs) of every kind and nature whatsoever (individually, a claim;
<br />collectively, "claims "), which may arise from or in any manner related (directly or
<br />indirectly) to any work performed or services provided under this contract
<br />(including, without limitation, defects in workmanship and /or materials) or
<br />contractor's presence or activities conducted performing the work (including the
<br />negligent and /or willful acts, errors and /or omissions of contractor, its principals,
<br />officers, agents, employees, vendors, suppliers, contractors, subcontractors,
<br />anyone employed directly or indirectly by any of them or for whose acts they may
<br />be liable for any or all of them). Notwithstanding the foregoing, nothing herein
<br />shall be construed to require contractor to indemnify the indemnified parties from
<br />any claim arising from the sole negligence or willful misconduct of the
<br />indemnified parties. Nothing in this indemnity shall be construed as authorizing
<br />any award of attorney's fees in any action on or to enforce the terms of this
<br />contract. This indemnity shall apply to all claims and liability regardless of
<br />whether any insurance policies are applicable. The policy limits do not act as a
<br />limitation upon the amount of indemnification to be provided by the contractor.
<br />G. 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
<br />delivered in person or mailed by first class or certified mail, postage prepaid, sent
<br />by telefacsimile 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 />City of Santa Ana Street Tree Maintenance RFP
<br />19E-67 Page 64
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