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defense of the City, including fees and costs for special counsel to be selected by the City, regarding <br />any action by a third party asserting that personal injury, damages, just compensation, restitution, <br />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 <br />representation in any legal proceeding. Provider's indemnifications obligations under this section <br />shall survive expiration or tennination of this Agreement. <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 services specified under this <br />Agreement. <br />8. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first <br />class or certified mail, postage prepaid, in the manner provided in this Section, to the following <br />persons: <br />To City: Clerk of the 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 />With copy to: Executive Director of Parks, Recreation and Community Services <br />City of Santa Ana <br />20 Civic Center Plaza (M-23) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />To Provider: Blueray Management LLC <br />10661 Ellis Ave, Suite E <br />Fountain Valley, CA 92708 <br />Attn. Abby Pearose, President <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any communication shall be addressed and transmitted to the new address. If sent by mail, <br />communication shall be effective or deemed to have been given three (3) days after it has been <br />deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed <br />as set forth above. For purposes of calculating these time frames, weekends, federal, state, County <br />or City holidays shall be excluded. <br />9. EXCLUSWITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Provider regarding the subject matter herein, and supersedes any and all other agreements, oral or <br />written, between the parties. In the event of a conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified <br />