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C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code,
<br />Consultant, if Consultant has any employees, is required to be insured against liability for worker's
<br />compensation or to undertake self-insurance. Prior to commencing the performance of the work under this
<br />Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less
<br />than $1,000,000 per accident.
<br />d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability
<br />(errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with
<br />$2,000,000 in the aggregate.
<br />e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section:
<br />i. Consultant shall maintain all insurance required above in full force and effect for the entire period
<br />covered by this Agreement.
<br />ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be
<br />approved by the City.
<br />iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or
<br />changed in any other material aspect without thirty (30) days prior written notice to the City.
<br />iv. 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 or refuses
<br />to furnish the City with required proof that insurance has been procured and is in force and paid for, the City
<br />shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not
<br />affect Consultant's right to be paid for its time and materials expended prior to notification of termination.
<br />Consultant waives the right to receive compensation and agrees to indemnify the City for any work
<br />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, employees,
<br />contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property
<br />damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other
<br />persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim
<br />that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from 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 the events
<br />referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further
<br />agrees to indemnify, hold 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 of this Agreement, or
<br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or
<br />property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions 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 2782.8, the above indemnity shall be limited, to the extent required
<br />by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Consultant.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any
<br />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 pursuant to
<br />City of Santa Ana RFP I8-009
<br />9912024
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