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incorporated as a pail hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any
<br />changes or modifications to its board of directors and list of officers.
<br />C. Reserved.
<br />D. Prohibition of Nepotism. SUBRECIPIENT agrees not to hire or permit the hiring of
<br />any person to fill a position funded through this Agreement if a member of that person's immediate
<br />family is employed in an administrative capacity by SUBRECIPIENT. For the purposes of this
<br />section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-m-
<br />law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-imlaw, aunt, uncle, niece,
<br />nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring,
<br />supervisor or management responsibilities.
<br />E. Notices. Notices to the parties shall, unless otherwise requested in writing, be sent by
<br />U.S. Mail, postage prepaid, and addressed as follows:
<br />TO CITY: City of Santa Ana
<br />Steven Mendoza
<br />Executive Director
<br />Community Development Agency
<br />20 Civic Center Plaza
<br />P.O. Box 1988
<br />Santa Ana, California 92702-1988
<br />TO SUBRECIPIENT: Orange County United Way
<br />18012 Mitchell South
<br />Irvine, CA 92614
<br />Tel: (949) 263-6112
<br />F. Assignability. None of the duties of, or work to be performed by, SUBRECIPIENT
<br />under this Agreement shall be subcontracted or assigned to any agency, consultant, or person
<br />without the prior written consent of CITY. SUBRECIPIENT must submit all subcontracts and
<br />other agreements that relate to this Agreement to CITY. No subcontract or assignment shall
<br />terminate or alter the legal obligations of SUBRECIPIENT pursuant to this Agreement.
<br />G. Indemnification/Hold Harmless. SUBRECIPIENT shall indemnify, defend, and
<br />hold harmless CITY and its officers, officials, employees, representatives and agents (collectively,
<br />the "Indemnitee"), with counsel reasonably acceptable to CITY, from and against any and all
<br />claims, causes of action, liabilities, and damages of any kind or nature, and for, from and against
<br />any suits, claims or demands, including legal fees and expenses (collectively, "Claims"), on
<br />account of or arising out of the willful misconduct or fraud of SUBRECIPIENT or any of
<br />SUBRECIPIENT's employees in the performance of this Agreement; provided, however, that
<br />SUBRECIPIENT shall have no obligation to indemnify CITY to extent any of such Claims arise
<br />out of the willful misconduct or fraud of CITY.
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