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7. INDEMNIFICATION
<br />Producer agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability for personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief arising out of claims for personal injury,
<br />including death, and claims for property damage, which may arise from the direct or indirect operations of
<br />the Producer or its contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />which relates to the services described in section 1 of this Agreement. The Producer further agrees to
<br />indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for
<br />special 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 property
<br />rights arises by reason of the terms of, or 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
<br />Producer covenants that it presently has no interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
<br />9. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall
<br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
<br />certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner
<br />provided in this Section, to the following persons:
<br />To City: Clerk of the City 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 />telefacsimile 714 - 647 -6956
<br />With copy to: Parks, Recreation and Community Services Agency
<br />City of Santa Ana
<br />26 Civic Center Plaza
<br />P.O. Box 1988
<br />Santa Ana, California 92702
<br />telefacsimile 714 - 647 -5200
<br />To Producer: Pocharte
<br />Sandra Pena Sarmiento
<br />91 O E. Grant
<br />Santa Ana, California 9270]
<br />Telefacsimile 714- 542 -4104
<br />A party may change its address by giving notice in writing to the other party. Thereafter,
<br />communication shall be addressed and transmitted to the new address. If sent by mail, communication
<br />shall be effective or deemed to have been given three (3) days after it has been deposited in the United
<br />States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by
<br />telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours
<br />after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed
<br />as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City
<br />holidays shall be excluded.
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