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d. The following requirements apply to the insurance to be provided by Contractor <br />pursuant to this section: <br />(i) Contractor shall maintain all insurance required above in full force <br />and effect for the entire period covered by this Agreement. <br />(ii) Certificates of insurance shall be furnished to the City upon <br />execution of this Agreement and shall be approved in form by the <br />City Attorney. <br />(iii) 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. INDEMNIFICATION <br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, <br />agents, employees, consultants, special counsel, and representatives from liability for <br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising <br />out of claims for personal injury, including health, and claims for property damage, which <br />may arise from the direct or indirect operations of the Contractor or its subcontractors, <br />agents, employees, or other persons acting on their behalf which relates to the services <br />described in section 1 of this Agreement. The Contractor further agrees to indemnify, hold <br />harmless, and pay all costs for the defense of the City, including fees and costs for special <br />counsel to be selected by the City, regarding any action by a third party asserting that <br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to <br />personal or property rights arises by reason of effects arising from this Agreement. City <br />may make all reasonable decisions with respect to its representation in any legal proceeding. <br />CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services <br />specified under 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 <br />person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or <br />other telegraphic communication in the manner provided in this Section, to the following <br />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 />