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CITY OF SANTA ANA
<br />RFP NO.: 25-046
<br />PROGRAMMABLE LOGiC CONTROLLER (PLC) PROGRAMMING AND CONSULTING SERVICES
<br />Consultant shall furnish City with original Certificates of Insurance including all required
<br />amendatory endorsements (or copies of the applicable policy language effecting coverage
<br />required by this clause) and a copy of the Declarations and Endorsement Page of the CGL
<br />policy listing all policy endorsements before work begins. However, failure to obtain the
<br />required documents prior to the work beginning shall not waive Consultant's obligation to
<br />provide them.
<br />City 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 />City reserves the right to modify these requirements, including limits, based on the nature of
<br />the risk, prior experience, insurer, coverage, or other special circumstances.
<br />8. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, Consultants, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out
<br />of claims for personal injury, including death, and claims for property damage, which may arise
<br />from the negligent operations of the Consultant or its subcontractors, agents, employees, or
<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,
<br />restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />Agreement. This indemnity and hold harmless agreement applies to all claims for damages,
<br />just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />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
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special
<br />counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
<br />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
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be
<br />limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to,
<br />or relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br />9. INTELLECTUAL 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 attorney's
<br />fees, for infringement of any United States' letters patent, trademark, or copyright contained in
<br />City of Santa Ana RFP 25-046
<br />Programmable Logic Controller (PLC) Programming and Consulting Services
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