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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 />Each party agrees to and shall defend, indemnify and hold harmless the other party, its <br />officers, agents, employees, consultants, special counsel, and representatives from liability: (1) <br />for personal injury, damages, just compensation, restitution, judicial or equitable relief arising <br />out of claims for personal injury, including death, and claims for property damage, which may <br />arise from the negligent operations of the indemnifying party or its contractors, subcontractors, <br />agents, employees, or other persons acting on their behalf which relates to the services described <br />in section 1 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 and 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 terms <br />of, or effects, arising from this Agreement. <br />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. LIVE SCAN BACKGROUND CHECK <br />Providers, 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 compliance, including any criminal history identified, <br />prior to performing services hereunder. The background check shall include at a minimum a state <br />and county criminal history investigation where such individual resides and a search of the <br />National and California State Sex Offender Registries. <br />9. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic <br />communication in the manner provided in this Section, to the following 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 />SAC-17-090 <br />