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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 />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 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 />receive compensation and agrees to indenanit'y the City for any work performed prior to approval <br />of insurance by the City. <br />6. INDEMNIFICATION <br />Provide* • 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 hanuless, 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 />restihrtion, judicial or equitable relief due to personal or property rights arising by reason of the <br />terms of, or effects arising from this Agreement. City may make all reasonable decisions with <br />respect to its representation in any legal proceeding. This hide n ifical:ion provision No, 6 shall <br />survive any expiration or termination of this Agreement. <br />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 />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 fax or other telegraphic <br />communication in the mamnor provided in this Section, to the following persons: <br />To City: Clerk ofthe Council <br />City of Santa Atna <br />20 Civic Center Plaza (M-30) <br />P.Q. Box 1988 <br />Santa Ana, CA 92702-1983 <br />Fax (714) 647-6956 <br />Page 3 of 6 <br />