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therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the
<br />City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not
<br />contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard
<br />separation of insured's provisions.
<br />b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code,
<br />Provider, if Provider has any employees, is required to be insured against liability for worker's compensation or to
<br />undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Provider agrees to
<br />obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident.
<br />c. The following requirements apply to the insurance to be provided by Provider pursuant to this section:
<br />(i) Provider shall maintain all insurance required above in full force and effect for the entire period covered
<br />by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be
<br />approved in form by the City Attorney.
<br />(ii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or
<br />changed in any other material aspect without thirty (30) days prior written notice to the City.
<br />d. If Provider fails or refuses to produce or maintain the insurance required by this section or fails or refuses to
<br />furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the
<br />right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Provider's right to be
<br />paid for its rime and materials expended prior to notification of termination. Provider waives the right to receive
<br />compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City.
<br />6. INDEMNIFICATION
<br />Provider agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Providers,
<br />special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may
<br />arise from the direct or indirect 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 Agreement. The Provider further
<br />agrees to indemnify, 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 injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br />effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal
<br />proceeding.
<br />7. CONFLICT OF INTEREST
<br />Provider covenants that it presently has no interests and shall not have interests, direct or indirect, which would
<br />conflict in any manner with performance of services specified under this Agreement.
<br />8. LIVE SCAN BACKGROUND CHECK
<br />Providers, and any employees, subcontractors or substitutes, in contact with minors under eighteen (18) years of
<br />age shall arrange for and submit to a Live Scan electronic background check for criminal history available through the
<br />California Department of Justice as a condition of this Agreement and provide proof of compliance prior to performing
<br />services hereunder.
<br />9. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and
<br />shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or
<br />sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons:
<br />To City: Clerk of the Council
<br />City of Santa Ana
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