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and is in force and paid for, the City shall have the right, at the City's election, to terminate this
<br />Agreement. Such termination shall not affect Provider's right to be paid for its time and
<br />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
<br />insurance by the City.
<br />6. INDEMNIFICATION
<br />Provider agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
<br />for personal injury, including death, and claims for property damage, which may arise from the
<br />direct or indirect operations of Provider or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section or by reason of the terns of, or effects, arising
<br />from this Agreement. Provider further agrees to indemnify, hold harmless, and pay all costs for
<br />the defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding. In no case will Provider be required to indemnify or hold harmless the City for
<br />injury, damages, just compensation, restitution, judicial or equitable relief caused by the sole
<br />negligence of the City.
<br />7. CONFLICT OF INTEREST
<br />Provider covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any malmer with performance of services specified under this
<br />Agreement.
<br />8. LIVE SCAN BACKGROUND CHECK
<br />Provider, and any employees, subcontractors or substitutes, in contact with minors under
<br />eighteen (18) years of age shall arrange for and submit to a Live Scan electronic background
<br />check for criminal history available through the California Department of 7ustim as a condition
<br />of this Agreement and provide proof of compliance prior to performing services hereunder,
<br />9. NOTICE.,
<br />Any notice, tender, demand, delivery, or other conunimication pursuant to this
<br />Agreement shall.be in writing and shall be deemed to be properly given if delivered in person or
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