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7. INDEMNIFICATION <br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, and representatives from liability: (1) for personal injury, damages, just <br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, <br />including health, and claims for property damage, which may arise due to negligent acts, <br />omissions or willful misconduct in the performance, from the direct or indirect operations of the <br />Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their <br />behalf which relates to the services described in section 1 of this Agreement; and (2) from any <br />claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is <br />due by reason of the terms of or effects arising from negligent acts, omissions or willful <br />misconduct in the performance of this Agreement. The Contractor further agrees to indemnify, <br />hold harmless, and pay all costs for the defense of the City, including fees and costs for special <br />counsel to be selected by the City, regarding any action by a third party asserting that personal <br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or <br />property rights arises by reason of effects arising from this Agreement. City may make all <br />reasonable decisions with respect to its representation in any legal proceeding. <br />8. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under <br />this Agreement. <br />9. NOTICE <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, or sent by telefacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br />To City: City of Santa Ana <br />C/o Clerk of the Council <br />20 Civic Center Plaza <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />telefacsimile (714) 647-6956 <br />With copy to: Executive Director of Parks &c Recreation <br />City of Santa Ana <br />20 Civic Center Plaza <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />telefacsimile (714) 973-1461 <br />4 <br />