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been procured and is in force and paid for, the City shall have the right, at the City's
<br />election, to forthwith terminate this Agreement. Such termination shall not affect
<br />Operator's right to be paid for its time and materials expended prior to notification
<br />of termination. Operator waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance by the
<br />City.
<br />11. INDEMNIFICATION
<br />Operator agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations of the Operator, its subcontractors, agents, employees, or other persons acting
<br />on its behalf which relates to the services described in section 1 of this Agreement; and (2) from
<br />any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold
<br />harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of the terms of, or effects, arising from this Agreement. The Operator
<br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br />fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
<br />to the extent Operator's services are subject to Civil Code Section 2782.8, the above indemnity
<br />shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Operator.
<br />12. TRASH/UTILITIES/CLEANUP
<br />Operator is responsible for the collection and disposal of all trash as specified in the RFP,
<br />including providing the required 40 yard roll -off dumpsters. Operator is responsible for the
<br />continuous cleaning of the City Park, including the restrooms, at all times while acting pursuant to
<br />this Agreement as set forth in Exhibit A. The area to be cleaned includes the parking lots and the
<br />surrounding neighborhood and streets. Further, with the exception of the City supplying two (2)
<br />potable water hookups as set forth in Exhibit A, Operator is responsible for supplying all utilities
<br />to be used during the Carnival Events, including supplying the required portable toilets as specified
<br />in Exhibit A. Persons performing clean-up shall be employees or subcontractors of the vendor.
<br />13. HAZARDOUS MATERIALS
<br />Operator represents and warrants that its use of the Carnival Area herein will not generate
<br />any hazardous substance, and Operator will not store or dispose on the Park and/or Carnival Area
<br />nor transport to or over the Park and/or Carnival Area any hazardous substance. Operator further
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