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Exhibit 2
<br />Santa Ana.
<br />�- Failure to provide or maintain insurance coverage as requiredby this Agreement is grounds
<br />to[ itnmaliate terminate of this Agreement.
<br />6. INDEMNIFICATION
<br />COn51.1113111 agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liahility (I ) for personal
<br />injury, damages, just anrtpensation, restitution, judicial or equitable relief arising out orclainns for
<br />Personal injury, inducting death, and claims f'or property damage, which may arise from the
<br />negligent uperations of the Consultant ur its cuntiactors, subconuacwrs, agents, employees, ur
<br />other 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, resfifulion,
<br />judicial or equitable relief is due by reason of the terms of or effects ansinu from this Agreennent-
<br />This inticnutity and hold harmless agreement applies to all claims tirrdantages, just compensation,
<br />restitution, judicial or equitable. relief suffered, or alleged to have been sullcred, by reason of the
<br />events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreennent l he Consultant further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs fin- Special counsel to be ;elected by the City,
<br />rc-arding any action by a third party challenging the validity of this A6rccment, or asserting, that
<br />personal injury, damages, just compensation, restinttion, judicial or equitable relict due to personal
<br />or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br />may make all reasonable decisions with respect to its representation in any legal proceeding -
<br />Notwithstanding the Ibregoing, to the. cxtcnt Consultant's services arc subjceL ut Civil Codc
<br />Section 2782.8. the above indenutity shall be limited, to the extent raluired by Civil Code Section
<br />2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Consultant.
<br />7. INTELLEC:TUAi, PROPERTY iNDEMNIFICATION
<br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
<br />representatives, and employees against any, and all liability, including costs, and luorney's fees,
<br />for infringement of any United States' letters patent, trademark, or copyright contained in the work
<br />product or docttntents provided by Consultant to the City pursuant to [his Agreement.
<br />8. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to he perlbmned
<br />under this Agrecnait. Consultant shall maintain ecnnplctc and accurate records with respect to
<br />the costs incurred under this Agrcenent and any services, expenditures, and di sbu rsemcnts
<br />charged to the City fora nininnun period of three (3) years, or I'or any longer period required by
<br />law, from the date of final payment to Consultant tinder this Agreement. All such records and
<br />invoices shall be clearly identifiable. Consultant shall allow a represctnativc of the City to
<br />examine, audit, and makee transcripts or copies of such records and any other doetnTlent3 created
<br />City Council 20 - 25 6/15/2021
<br />Pavc 4 of 10
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