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f. if Consultant fails or refuses to produce or maintain the insurance required by this section
<br />or fails or refilses to furnish the City with required proof that insurance has been procured
<br />and is in force and paid for, the City shall have the right, at the City's election, to
<br />lorthwith terminate this Agreement. Such termination shall not affect Con.vdlanl's tight
<br />to be paid for its time and rnatuials cxpuidal prior to notification of tcrrnination-
<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 />8. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />cniployces, contractors, special counsel, and representatives front liability: (1) for personal injury,
<br />damages, just compensation, restiurlion, judicial oregmtable reliel'alising out ol,claiins Rn-personal injury,
<br />including death, and claims for property damage, which may arise Boni the negligent operations of lie
<br />Consultant, its subcontractors, agents, employees, or other persons acting, on its behalt which relates to the
<br />services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
<br />arising farm this Agreement- This indemnity and hold harmless agreement applies to all claims for
<br />damages, just armpcnsation, restitution, judicial or cquitablc relief suflirral, or alleged to have been
<br />suffered, by reason of the events referral to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. I he Consultant furher agrees to indemnify, hold hnnnless, and pay all costs for
<br />the defense ol'the City, including fees and costs for special counsel to be selected by the City, regarding
<br />any action by a third party challenging the validity of this Ag eenient, or asserting that personal injury,
<br />damages,,lust compensation, restitution,judicial orequitablc rclicfduc to personal orproperty rights arises
<br />by reason of the terns of, or effects arising troni this Agreement. Citv niay make all reasonable decisions
<br />with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Consultant's services are subject to Civil Code Section 2792-8, the above indemnity shall be limited, to
<br />tltc Cxtcnt required by Civil Code Scclion 2782.9, to claims that arise out of, pertain it), or trlate to thc
<br />negligence, recklessness, or willful misconduct of the C011sulta114-
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indcnmify the City, its officers, agents, representatives, and employees
<br />against any and all liability, including costs, for intFingement of any United States' letters patent,
<br />trademark, or copyright infringement, including costs, contained in the work product or documents
<br />provided by Consultant to the City pursuant to this Agreement.
<br />10, RFCORDS
<br />Consultant shall keep records and invoices in connection with the work to be perforncd under
<br />this Agi-eemeni. Consultant shall niainlain complete and acanalerecotzis Willi respect w the costs incurred
<br />wider this Agreement and any services, expenditures, and disbursenietits charged to the City for a
<br />niiniintun period of t}trec (3) years, ur tin any longer period rcgttit-ed by law, from the date of final payment
<br />to Consultant under this Agreement. All Stich records and invoices shall be clearly identifiable. Consultant
<br />shall allow a representative of the City to examine, audit, and make transcripts or copies of such records
<br />and any other documents created pursuant to this Agreenent during regular business hours.
<br />City Council
<br />26 — 28 6/15/2021
<br />City of Santa Ana 1UP 21-004 Pagc A2-4
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