FARMER'S FRIDGE (ROMAINE EMPIRE, INC.)

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20 Civic Center Plaza, M-21 Santa Ana, CA 92701 Any insurance documents not addressed as shown above will be"Return to Sender". City expressly retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout the term of this Contract.Any increase or decrease in insurance will be as deemed by City of Santa Ana Risk Manager as appropriate to adequately protect the City. City shall notify Contractor in writing of changes in the insurance requirements.If Contractor does not deposit copies of acceptable Certificates of Insurance and endorsements with City incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Contractor,and City shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract,nor act in any way to reduce the policy coverage and limits available from the insurer Contractor will need to comply with the following insurance requirements if making the deliveries to the City of Santa Ana.No insurance is required if a common carrier makes deliveries to the City of Santa Ana. P. CHANGES: Contractor shall make no changes in the work or perform any additional work without the City's specific written approval. Q. CHANGE OF OWNERSHIP: Contractor agrees that if there is a change or transfer in ownership of Contractor's business prior to completion of this Contract, and the City agrees to an assignment of the Contract, the new owners shall be required under the terms of sale or other instruments of transfer to assume Contractor's duties and obligations contained in this Contract and complete them to the satisfaction of the City. City reserves the right to immediately terminate the Contract in the event the City determines that the assignee is not qualified or is otherwise unacceptable to the City for the provision of services under the Contract. In addition, Contractor has the duty to notify the City in writing of any change in the Contractor's status with respect to name changes that do not require an assignment of the Contract. The Contractor is also obligated to notify the City in writing if the Contractor becomes a party to any litigation against the City, or a party to litigation that may reasonably affect the Contractor's performance under the Contract, as well as any potential conflicts of interest between Contractor and City that may arise prior to or during the period of Contract performance. While Contractor will be required to provide this information without prompting from the City any time there is a change in Contractor's name, conflict of interest or litigation status, Contractor must also provide an update to the City of its status in these areas whenever requested by the City. The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with City interests.In addition to the Contractor,this obligation shall apply to the Contractor's employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. The Contractor's efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers in the performance of their City. R. FORCE MAJEURE: Contractor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control,provided Contractor gives written notice of the cause of the delay to City within 36 hours of the start of the delay and Contractor avails himself of any available remedies. S. CONFIDENTIALITY: Contractor agrees to maintain the confidentiality of all City and City- related City of Santa Ana Page 6 of24 MA-017-23011445 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge