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"I) CITY OF SANTA ANA
<br />e. The following requirements apply to the insurance to be provided by Consultant pursuant to this
<br />section:
<br />i. Consultant shall maintain all insurance required above in full force and effect for the entire
<br />period covered by this Agreement.
<br />ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement
<br />and shall be approved by the City.
<br />iii. Certificates and policies shall state that the policies shall not be canceled or reduced in
<br />coverage or changed in any other material aspect without thirty (30) days prior written
<br />notice to the City.
<br />iv. Where the amounts or coverage provided by the certificates of insurance provides
<br />coverage greater than those listed by this Agreement, the amounts provided by the
<br />certificates of insurance shall be incorporated by reference into the Agreement.
<br />V. Consultant shall supply City with a fully executed additional insured endorsement.
<br />If Consultant fails or refuses to produce or maintain the insurance required by this section or fails
<br />or refuses to furnish the City with required proof that insurance has been procured and is in force
<br />and paid for, the City shall have the right, at the City's election, to forthwith terminate this
<br />Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials
<br />expended prior to notification of termination. Consultant waives the right to receive compensation
<br />and agrees to indemnify the City for any work performed prior to approval of insurance by the City.
<br />7. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and
<br />claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors,
<br />agents, employees, or other persons acting on its 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, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br />alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or
<br />effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs
<br />for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party 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 reason of the terms
<br />of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation
<br />in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code
<br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims
<br />that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against
<br />any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright
<br />infringement, including costs, contained in the work product or documents provided by Consultant to the City
<br />pursuant to this Agreement.
<br />RFP No. 21-024 Professional Auditing Services Page 23 of 34
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