|
and is in force and paid for, the City shall have the right, at the City's election, to terminate this
<br />Agreement. Such termination shall not affect Provider's right to be paid for its time and
<br />materials expended prior to notification of termination. Provider waives the right to receive
<br />compensation and agrees to indemnify the City for any work performed prior to approval of
<br />insurance by the City.
<br />6. INDEMNIFICATION
<br />Provider agrees to and shall defend, indemnify and hold harmless the City, its officers,
<br />agents, employees, attorneys, volunteers, representatives, successors, and assigns from and
<br />against any and all damages, costs, expenses, liabilities, claims, demands, causes of action,
<br />proceedings, expenses, judgments, penalties, liens, or losses of any nature whatsoever, including
<br />costs and attorney's fees, and the payment of all consequential damages, whether actual, alleged,
<br />or threatened, that arise out of, pertain to, or relate to the acts or omissions of Provider, its
<br />officers, subcontractors, agents, employees, or other persons acting on Provider's behalf in the
<br />performance of this Agreement. Provider further agrees to indemnify, hold harmless, and pay all
<br />costs for the defense of the City, including fees and costs for special counsel to be selected by the
<br />City, regarding any action by a third party asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Provider's indemnifications
<br />obligations under this section shall survive expiration or termination of this Agreement.
<br />7. 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 />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, in the manner provided in this Section, to
<br />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 />With copy to: Executive Director of Parks, Recreation and Community Services
<br />City of Santa Ana
<br />20 Civic Center Plaza (M-23)
<br />P.O. Box 1988
<br />Santa Ana, California 92702
<br />
|