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damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims for property damage, which may arise from the negligent operations
<br />of the City 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; and (2) from any claim that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of
<br />the terms of or effects arising from this Agreement, to the extent that the injury, damages, just
<br />compensation, restitution, judicial or equitable relief is caused by the negligence of the City. This
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events
<br />referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. County
<br />may make all reasonable decisions with respect to its representation in any legal proceeding. In no
<br />case will City be required to indemnify or hold harmless the County from injury, damages, just
<br />compensation, restitution, judicial or equitable relief caused by negligence of the County.
<br />8. RECORDS
<br />County and its Subcontractor shall keep records and invoices in connection with the work to be
<br />performed under this Agreement. . All such records and invoices shall be clearly identifiable. County
<br />and its Subcontractor shall allow a representative of the City to examine, audit, and make transcripts or
<br />copies of such records and any other documents created pursuant to this Agreement during regular
<br />business hours upon five (5) day written notice. County and its Subcontractor shall allow inspection of
<br />all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3)
<br />years from the date of final payment to County under this Agreement.
<br />9. CONFLICT OF INTEREST CLAUSE
<br />County covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />10. 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 fax 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 />Fax 714- 647 -6956
<br />With courtesy copies to:
<br />Executive Director — CDA
<br />City of Santa Ana
<br />20 Civic Center Plaza (M -25)
<br />P.O. Box 1988
<br />Santa Ana, California 92702
<br />Fax 714 - 647 -6549
<br />And
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