20B - AA - AGMT - REDUCE HOMELESSNESS IN CIVIC CENTER

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of the County or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, to the extent that the injury, damages, just compensation, restitution, judicial or equitable relief is caused by the negligence of the County. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. In no case will County be required to indemnify or hold harmless the City from injury, damages, just compensation, restitution, judicial or equitable relief caused by negligence of the City. 8. RECORDS City and the Service Provider shall keep records and invoices in connection with the work to be performed under this Agreement. , All such records and invoices shall be clearly identifiable. City and the Service Provider shall allow a representative of the County to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours upon five (5) day written notice. City and the Service Provider shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to City under this Agreement. 9. CONFLICT OF INTEREST CLAUSE City covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: MMM Executive Director — CDA City of Santa Ana 20 Civic Center Plaza (M -25) P.O. Box 1988 Santa Ana, California 92702 Fax 714 -647 -6549 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 206 -19