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d. If Provider fails or refuses to produce or maintain the insurance required by this section
<br />or fails or refuses to furnish the City with required proof that insurance has been procured
<br />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 materials
<br />expended prior to notification of termination. Provider waives the right to receive compensation
<br />and agrees to indemnify the City for any work performed prior to approval of insurance by the
<br />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
<br />negligent operations of the Provider or its contractors, subcontractors, agents, employees, or other
<br />persons acting on their behalf which relates to the services described in section 1 of 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 />to the extent that the injury, damages, just compensation, restitution, judicial or equitable relief is
<br />caused by the negligence of the Provider. This indemnity and hold harmless agreement applies to
<br />all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br />alleged to have been suffered, by reason of the events referred to in this Section or by reason of
<br />the terms of, or effects, arising from this Agreement. City may make all reasonable decisions with
<br />respect to its representation in any legal proceeding. In no case will Provider be required to
<br />indemnify or hold harmless the City from injury, damages,just compensation, restitution, judicial
<br />or equitable relief caused by the negligence of the City.
<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 />S. FINGERPRINTS AND BACKGROUND CHECK
<br />Provider, and any employees, subcontractors or substitutes, shall arrange for and submit
<br />their fingerprints for a criminal background check through the Department of Justice through the
<br />City's Human Resources Department process. Consultant shall be responsible for all charges
<br />associated with fingerprinting. Consultant shall not perform any services pursuant to this
<br />Agreement until clearance is received the Consultant is notified by the City's Parks, Recreation
<br />and Community Services Department.
<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
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