|
" The City of Santa Ana did not agree to the below stated contract changes, and they
<br />were not Included in the final agreement considered for approval by the City Council.
<br />f. if Consultant fails or refuses to produce or maintain the insurance required by this section
<br />or falls or refuses to furnish the City with required proof that insursuce has boert proeured
<br />and is in force and paid for, the City shall have the right, .at the City's election, to
<br />forthwith terminate this Agreement. Such termination shall not affect Consultant's right
<br />to be paid for its time and materials expended prior to notification of tenitination,
<br />Consultant waives the right to receive compensation and agrees.to indemnify tate City for
<br />any wcrk performed prior to approval of insuranceby tite City.
<br />S. IN.DEM€VIF41CATION
<br />I Consultant agtoos to ilefentl; anti-shtcll-inticmnify and hole{ harmless tile, City, its.oft°tcers, agents#
<br />etnplbyees, contractors, special counsel, and representatives fivin liability
<br />t {y for personal injury,
<br />damages, just eompensaticn, restitution,. juclieial or equitable relief arising out, of claims for personal
<br />injury, Including death, and claims fi it property damage, wltieh nary erase lketttto the eleient such claims
<br />are cat se�b„x the uoglrgenoe . rockiessness or willial i cion sett-op'ertattens of Che Cuticultnnt, its
<br />spbcoittraetots, agents, ompldyeds, or other pemons for whom Consultant is ie¢ally
<br />i ecaraere rcrer �s auo ey reasen-ar-tae tertns of of egt�ots erasing#cern this frg�eemeat. This
<br />and hold harmless agreement applies to ail calms, for damages, just poutpetisacion,
<br />judicial or oquitable rehof suffered, or alleged to have bectt sttti'eted, lry reason rtti� tl�
<br />by the events referred to in this 5eetion or by reason -of tire- urns of ar-efleatys arking
<br />><tgregiitrnit. alae-CetastsFtant--fciatlter-agrees-te-•iradernrrFfy�-Ftold-Fiat=rnless,-sited-pay�aFF-neo;
<br />the extent Cansultat's services are subject to Civil Cotio Section 2782;8, the above indemnity
<br />shall be limited, to the extent requlred by Civil Code Section 2782.8, to cialins that ar€so out of pertain
<br />to, orrelate to tiro negligence; recklessness, or willful misconduct oftbo Consultant,
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including costs, for infringement of any United States' letters
<br />patent, tradeivark, or copyright infringement, including costs, contained in the work product or
<br />documents provided by Consultant to the City pursuant to this Agreement.
<br />10. RECORi)S
<br />Consultant shall keep records and Invoices in connection with rite work to be performed under
<br />this Agreement, Consultant shall maintain complete and accurate records with respect to the costs
<br />incurred tinder this Agreement and any services, expenditures, and disbursements charged to the City for
<br />a minimum period of three (3) years, or for any longer period required by law, $.otu the date of final
<br />payment to Consultant tinder this Agreement. All such records and invoices shall be clearly Identifiable.
<br />Consultant shall allow, a representative of t€te City to examine, audit, and tnalco transcripts or copies of
<br />(013,57328:11 City of Santa Ana RFP
<br />PageA2.4
<br />25E-423
<br />
|