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A party may change its address by giving notice in writing to the other party. Thereafter,
<br />any communication shall be addressed and transmitted to the new address. If sent by mail,
<br />communication shall be effective or deemed to have been given three (3) days after it has been
<br />deposited in the United States mail, duly registered or certified, with postage prepaid, and
<br />addressed as set forth above. If sent by telefacsimile, communication shall be effective or
<br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission
<br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes
<br />of calculating these time frames, weekends, federal, state, County or City holidays shall be
<br />excluded.
<br />8. INDEMNIFICATION
<br />PARTIES agrees to and shall indemnify and hold harmless each other Party, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including health, and claims for property damage, which may arise
<br />from the direct or indirect operations of the Party or its contractors, subcontractors, agents,
<br />employees, or other persons acting on their behalf which relates to the services described in this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The PARTIES further agree to indemnify, hold harmless, and pay all costs
<br />for the defense of the other Party, including fees and costs for special counsel to be selected by
<br />the other Party, regarding any action by a third party challenging the validity of this Agreement,
<br />or asserting that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief due to personal or property rights arises by reason of the terms of, or effects arising from
<br />this Agreement. Each Party may make all reasonable decisions with respect to its representation
<br />in any legal proceeding.
<br />The Parties further agree that the indemnities herein provided shall not extend to any
<br />claims for personal injury, property damage, just compensation, restitution, judicial or equitable
<br />relief resulting from the failure of any product(s) acquired and donated by the Santa Ana Police
<br />Foundation to the Santa Ana Police Department to perform in manner for which it is intended or
<br />resulting from known or unknown product defects.
<br />9. INSURANCE
<br />SAPF and the Board members, Trustees or Officers are additional insured under the
<br />CITY's $10 million general liability policy.
<br />10. TERMINATION, AMENDMENTS, BREACHES, AND DEFAULTS
<br />This agreement may be terminated by either party for any reason, with or without cause,
<br />upon 30 days' written notice.
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