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DocuSign Envelope ID: 85358FB7-CDFA-44C1-B966-DFDA4354188B <br />may acquire against the Entity by virtue of the payment of any loss under <br />such insurance. Consultant agrees to obtain any endorsement that may be <br />necessary to affect this waiver of subrogation, but this provision applies <br />regardless of whether or not the Entity has received a waiver of subrogation <br />endorsement from the insurer. <br />5) Self -Insured Retentions- Self -insured retentions must be declared to and <br />approved by the City of Santa Ana. The City of Santa Ana may require the <br />Consultant to purchase coverage with a lower retention or provide proof of <br />ability to pay losses and related investigations, claim administration, and <br />defense expenses within the retention. The policy language shall provide, <br />or be endorsed to provide, that the self -insured retention may be satisfied <br />by either the named insured or the City of Santa Ana. <br />6) Failure to provide or maintain insurance coverage as required by this <br />Agreement is grounds for immediate terminate of this Agreement. <br />INDEMNIFICATION <br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, <br />agents, employees, contractors, special counsel, and representatives from liability: (1) for personal <br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including death, and claims for property damage, which may arise from the <br />negligent operations of the Consultant, its subcontractors, agents, employees, or other persons <br />acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) <br />from any claim that personal injury, damages, just compensation, restitution, judicial or equitable <br />relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and <br />hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial <br />or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in <br />this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant <br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including <br />fees and costs for special counsel to be selected by the City, regarding any action by a third party <br />challenging the validity of this Agreement, or asserting that personal injury, damages, just <br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by <br />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, <br />to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity <br />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 Consultant. <br />8. BACKGROUND CHECK PROVISIONS <br />Consultant shall not assign any employee, agent, subcontractor or volunteer to provide <br />services pursuant to this Agreement, if that employee, agent, subcontractor or volunteer is required <br />to register as a sex offender under California Penal Code Section 290 et seq, has a conviction for <br />any crime of moral turpitude, has a conviction for a violent felony as defined in California Penal <br />Code Section 667.5(c), or has a conviction for a serious felony as defined in California Penal Code <br />Section It 92.7(c). Disqualifying convictions include but are not limited to, violations of California <br />Page 4 of 9 <br />