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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 materials
<br />expended prior to notification of termination. Provider waives the right to receive compensation
<br />and agrees to indemnify the City for any work performed prior to approval of insurance by the
<br />City.
<br />6. INDEMNIFICATION
<br />Provider agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and clahns for property damage, which may arise from the direct
<br />or indirect operations of Provider or its contractors, subcontractors, agents, employees, or other
<br />persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by
<br />reason of the events referred to in this Section or by reason of the terms of, or effects, arising from
<br />this Agreement. Provider further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a. third party challenging; the validity of this Agreement, or asserting that
<br />personal injury, damages, just: compensation, restitution, judicial or equitable relief due to
<br />Personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any legal
<br />proceeding. In no case will Provider be required to indemnify or hold harmless the City for
<br />injury, damages, just compensation, restitution, judicial or equitable relief caused by the sole
<br />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 services specified under this
<br />Agreement.
<br />8. L187E 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 of
<br />this Agreement and provide proof of compliance prior to performing services hereunder.
<br />4. 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
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