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EXHIBIT 1 <br />"r CITY OF SANTA ANA <br />2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) <br />years after completion of work. <br />3. 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, Company must purchase "extended <br />reporting" coverage for a minimum of three (3) years after completion of work. <br />Subcontractors <br />Contractor shall require and verify that all sub -contractors maintain insurance meeting all the <br />requirements stated herein, and Contractor shall ensure that City is an additional insured on <br />insurance required from sub -contractors. <br />Special Risks or Circumstances <br />Entity reserves the right to modify these requirements, including limits, based on the nature of the <br />risk, 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, <br />employees, contractors, special counsel, and representatives from liability: (1) for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal <br />injury, including death, and claims for property damage, which may arise from the negligent operations <br />of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which <br />relates to the services described in section 1 of this Agreement; and (2) from any claim that personal <br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms <br />of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all <br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have <br />been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, <br />arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all <br />costs for the defense of the City, including fees and costs for special counsel to be selected by the City, <br />regarding any action by a third party challenging the validity of this Agreement, or asserting that personal <br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property <br />rights arises by reason of the terms of, or effects arising from this Agreement. City may make all <br />reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the <br />foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above <br />indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, <br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. <br />INTELLECTUAL PROPERTY INDEMNIFICATION <br />Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees <br />against any and all liability, including costs, for infringement 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 />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 <br />minimum period of three (3) years, or for any longer period required by law, from the date of final payment <br />to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. <br />Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of <br />such records and any other documents created pursuant to this Agreement during regular business <br />hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related <br />RFP No. 25-097 Downtown Santa Ana Clean & Safe Team 26 <br />