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(ii) 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 />d, If Provider fails or refuses to produce or maintain the insurance required by this
<br />soction or fails or refuses to furnish the City with required proof that instu•ance has been procured
<br />Arad 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 affect Provider's right to be paid for its
<br />time and materials expended prior to notification of termination, Provider waives the right to
<br />looeive compensation and agrees to indemnify the City for any work performed prior to approval
<br />of Insurance by the City.
<br />b, INDEMNIFICATION
<br />Provider agrees to and shall defend, indemnify and hold harmless the City, its officers,
<br />agents, employees, contractors, special counsel, and representatives from liability for personal
<br />Injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
<br />for personal injury, including death, and claims for property damage, which may arise from the
<br />direct or indirect operations of the Provider or its contractors, subcontractors, agents, employees,
<br />or other persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement. The Provider further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party asserting personal injury, damages, just compensation,
<br />reatitation, judicial or equitable relief due to personal or property rights arising by reason of the
<br />terns of, or effects arising from this Agreement. City may snake all reasonable decisions with
<br />respect to its representation in any legal proceeding. This indemnification provision No. G shall
<br />survive any expiration or termination of this Agreement,
<br />7. CONFLICT OF INTEREST
<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 />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 fax or other telegraphic
<br />Q611uuunication in the manner provided in this Section, to the following persons;
<br />'fo City, Clerk of the 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 />Fax (714) 547-6955
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