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<br />` CITY OF SANTA ANA
<br />6. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form
<br />with a Retroactive Date prior to the contract effective date, the Contractor must purchase
<br />"extended reporting" coverage for a minimum of five (5) years after completion of work.
<br />Verification of Coverage
<br />Contractor shall furnish the Entity with original Certificates of Insurance including all required amendatory
<br />endorsements (or copies of the applicable policy language effecting coverage required by this clause)
<br />and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements
<br />to Entity before work begins. However, failure to obtain the required documents prior to the work
<br />beginning shall not waive the Contractor's obligation to provide them.
<br />The Entity reserves the right to require complete, certified copies of all required insurance policies,
<br />including endorsements required by these specifications, at any time.
<br />Special Risks or Circumstances
<br />Entity reserves the right to modify these requirements, including limits, based on the nature of the risk,
<br />prior experience, insurer, coverage, or other special circumstances.
<br />INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />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,
<br />and claims for property damage, which may arise from the negligent operations of the Contractor, its
<br />subcontractors, agents, employees, or other persons acting on its behalf which relates to the services
<br />described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from
<br />this Agreement. 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 reason of
<br />the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement.
<br />The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br />including fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br />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
<br />Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
<br />2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct
<br />of the Contractor.
<br />INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractor 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
<br />copyright infringement, including costs, contained in the work product or documents provided by Consultant
<br />to the City pursuant to this Agreement.
<br />RECORDS
<br />Contractor shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred
<br />under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum
<br />period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant
<br />under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a
<br />COST OF SERVICE STUDY 27
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