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E. If OCCC fails or refuses to produce or maintain the Insurance required by this section or
<br />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
<br />terminate this Agreement. Such termination shall not affect OCCC's right to be paid for
<br />its time and materials expended prior to notification of termination. OCCC waives the
<br />right to receive compensation and agrees to indemnify the City for any work performed
<br />prior to approval of insurance by the City.
<br />IV. INDEMNIFICATION
<br />City and OCCC acknowledge this MOU is by and between two independent organizations and is
<br />not intended to and shall not be construed to create the relationship of agent, servant, employee,
<br />partnership, joint venture, or association. For liability purposes, neither organization shall be considered
<br />the agent of the other.
<br />OCCC shall Indemnify, defend, and hold harmless City, its officers, agents, and employees from
<br />any and all claims, demands, actions, causes of action, damages or liability for injury to or death of
<br />persons, or for damage to property resulting from or arising out of any criminal or negligent act of its
<br />officers, agents or employees In the exercise of any right or privilege by OCCC, its employees, officers, or
<br />agents pursuant to this MOU.
<br />City shall indemnify, defend, and hold harmless OCCC, its officers, agents, and employees from
<br />any and all claims, demands, actions, causes of action, damages or liability for injury to or death of
<br />persons, or for damage to property resulting from or arising out of any criminal or negligent act of its
<br />officers, agents or employees in the exercise of any right or privilege by City pursuant to this MOU.
<br />Except as otherwise provided, all disputes between the parties arising out or relating to this
<br />MOU may be decided by means of legal action provided by California state law and venued in Orange
<br />County Superior Court. Each party shall pay for its own costs and attorney's fees arising from such legal
<br />action. The provisions of this Section will survive expiration or termination of this MOU.
<br />V. NON-DISCRIMINATION
<br />City and OCCC both agree that they shall not discriminate because of race, color, creed, religion,
<br />sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions,
<br />genetic information, or military and veteran status, age, national origin, ancestry, or disability, as
<br />defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other employment related activities or any services provided under this
<br />Agreement. City and OCCC further affirm that they are both an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations.
<br />VI. TERMINATION
<br />This MOU can be terminated by either City or OCCC with five (S) days' notice in writing to the
<br />other party. Any notice provided pursuant to this Section shall be sent to the following individuals:
<br />MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SANTA ANA AND THE ORANGE COUNTY
<br />CONSERVATION CORPS FOR PLANTING 200 TREES IN CITY PARKS
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