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to notification of termination. Provider waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance by the City.
<br />6. INDEMNIFICATION
<br />Provider agrees to and shall indemnify, defend and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (1) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the negligent
<br />operations of the Provider or its contractors, subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section 1 of this Agreement; and (2)
<br />from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement, to the extent that the
<br />injury, damages, just compensation, restitution, judicial or equitable relief is caused by the
<br />negligence of the Provider. This indemnity and hold harmless agreement applies to all claims for
<br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects,
<br />arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. In no case will Provider be required to indemnify or hold
<br />harmless the City from injury, damages, just compensation, restitution, judicial or equitable relief
<br />caused by the negligence of the City.
<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. LIVE SCAN BACKGROUND CHECK
<br />Provider, and any employees, subcontractors or substitutes, in contact with minors under
<br />eighteen (18) years of age shall arrange for and submit to a Live Scan electronic background check
<br />for criminal history available through the California Department of Justice as a condition of this
<br />Agreement and provide proof of compliance prior to performing services hereunder.
<br />9. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
<br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first
<br />class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the
<br />manner provided in this Section, to the following persons:
<br />To 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)647-6956
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