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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 expanded prior to notification of tormination. 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 />b. INDEMNIFICATION
<br />Provider agrees to and shall defend, indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability; (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may arise
<br />from the direct or indirect operations of Provider or its contractors, subcontractors, agents,
<br />employees, or other persons acting on their behalf which relates to the services described in
<br />section i of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
<br />arising from this Agreement. This indemnity end hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
<br />have been suffered, by reason of the events referred to in this Section or by reason of the tenors
<br />of, or effects, arising from this Agreement. Provider further agrees to indemnify, hold harmless,
<br />and pay all costs for the defense of the City, including fees and costs for special counsel to be
<br />selected by the City, regarding any action by a third party challenging the validity of this
<br />Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terms of, or effects
<br />arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. In no case will Provider be required to indemnify or hold
<br />harmless the City for injury, damages, .just compensation, restitution, judicial or equitable relief
<br />caused by the solo 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 manner with performance of servioes 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 Justice as a condition
<br />of this Agreement and provide proof of couzpliance prior to performing services hereunder, The
<br />background oheck shall include at a minimum a State and County criminal history investigation
<br />where such individual resides and a search of the National and California State sex offender
<br />registries.
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