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City of Santa Ana
<br />RFP: Year -Round Homeless Shelter and Navigation Center
<br />AGREEMENT INFORMATION
<br />1) Hold Harmless: To the fullest extent permitted by law, Contractor shall indemnify, defend
<br />and hold harmless City, Homeless Division, its officers, agents and employees
<br />(collectively, the "Indemnified Parties') from and against any and all claims (including,
<br />without limitation, claims for bodily injury, death or damage to property), demands,
<br />obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties,
<br />liabilities, costs and expenses (including, without limitation, attorney's fees,
<br />disbursements and court costs) of every kind and nature whatsoever (individually, a
<br />Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
<br />indirectly) to any work performed or services provided under this Contract (including,
<br />without limitation, defects in workmanship and/or materials) or Contractor's presence or
<br />activities conducted performing the work (including the negligent and/or willful acts, errors
<br />and/or omissions of Contractor, its principals, officers, agents, employees, vendors,
<br />suppliers, Contractor, subcontractor, anyone employed directly or indirectly by any of
<br />them or for whose acts they may be liable for any or all of them). Notwithstanding the
<br />foregoing, nothing herein shall be construed to require Contractor to indemnify the
<br />Indemnified Parties from any Claim arising from the sole negligence or willful misconduct
<br />of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any
<br />award of attorney's fees in any action on or to enforce the terms of the Agreement. This
<br />indemnity shall apply to all claims and liability regardless of whether any insurance
<br />policies are applicable. The policy limits do not act as a limitation upon the amount of
<br />indemnification to be provided by the Contractor.
<br />2) Termination: The City reserves the right to terminate the contract, without penalty, for
<br />cause immediately or without cause.
<br />a. In the event Contractor fails or refuses to timely perform any of the provisions of
<br />the Agreement in the manner required, or if Contractor violates any provision of
<br />the Agreement, Contractor shall be deemed in default. City shall provide written
<br />notice of such default to Contractor Agency. Contractor shall cure said default
<br />within a period of two (2) working days. If such cure is not completed in a timely
<br />manner, City may assess liquidated damages or terminate the Agreement forthwith
<br />by giving written notice to Contractor Agency. City may, in addition to the other
<br />remedies provided in the Agreement or authorized by law, terminate this
<br />Agreement by giving written notice of termination. Contractor shall be responsible
<br />for all costs incurred by City, including replacement costs of equipment and labor
<br />required to provide service during Contractor default.
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