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* The City of Santa Ana did not agree to the below stated contract changes, and they
<br />were not included in the final agreement considered for approval by the City Council.
<br />f. If Consultant falls or refuses to produce or maintain the insurance required by this section
<br />or fails or refuses to furnish the City with required proof that 'insurance has been procured
<br />and is in force and paid far, the City shah have the right, at the City's election, to
<br />forthwith terminate this Agreement. Such termination shall not affect Consultant's right
<br />to be paid for its time and materials expended prior to notification of termination.
<br />Consultant waives the right to receive compensation and agrees to indemnify the City for
<br />any work performed prior to approval of insurance by the City.
<br />S. INDEMNiF.ICATION
<br />Consultant agrees to defend; ali"Mll-indemnify and hold harmless the:City, its officers, agents;
<br />employees, contractors, special counsel, and representatives from liability: Ry -fol personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims; fol• property damage, svhe6rrnay ar sc frerrtto the extent such claims
<br />are caused by the negligence. recklessness or wjiiful miseanductt operations of the Consultant, its
<br />subcontractor's, agents, employees, or other persons for whom Conspl;tail t is le ag illi
<br />I i a b l e aetir+g emits-behalvlaiskt telatee to the-servises dasoi ibed i+rsaottort 1-et4tis Agreamentt
<br />and-{) -frolic any c' a
<br />that
<br />i a se a&1 inj uiyr dartrageg }list --roil tseiasatietestdiatEsn jadieiai or
<br />erytti8able-relief s•titto by reasertref-tha4erm�of meat. This indemnify
<br />and hold harmless agreement applies to all claims for damages, just compensation, restitution,
<br />judicial or equitable relief suffered, or alleged to have been suffered, by-reason-ofig the extent caused
<br />by the events referred to in this Seotian ^ aason of the-tarn3s of t affsats anis+ g-frofrr tills
<br />,4gseuiiteitt. Tie-C-ettsulEaaE-€tfrtlter-agrees--teandemitifj;-held-ltartrtless.--sed--tom-nit-ees4s-fiat-tl�e
<br />the extent Consultant's services are subject to Civil Code Section 2782;8, the above inc
<br />shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
<br />to, orrelate tothe-negligence; recklessness, orwillful misconduct ofthe Consultant,
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, slid
<br />employees against any and all liability, including costs, for infringement of any United States' letters
<br />patent, trademark, or copyright infringement, including costs, contained in the work product or
<br />documents provided by Consultant tothe City pursuant to this Agreement.
<br />ltl. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed under
<br />this Agreement, Consultant shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, oxpendimres, and disbursements charged to the City for
<br />a minimum period of three (3) years, or for any longer period required by law, from the date of final
<br />payment to Consultant under this Agreement. All such records anti invoices shall be clearly identifiable.
<br />Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
<br />101397329.11 Clty of Santa Ana RFP
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