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(e) Self -Insured Retentions- Self -insured retentions must be declared to and approved
<br />by the City of Santa Ana. The City of Santa Ana may require Keenan to purchase
<br />coverage with a lower retention or provide proof of ability to pay losses and related
<br />investigations, claim administration, and defense expenses within the retention. The
<br />policy language shall provide, or be endorsed to provide, that the self -insured
<br />retention may be satisfied by either the named insured or the City of Santa Ana.
<br />(f) Failure to provide or maintain insurance coverage as required by this Agreement is
<br />grounds for immediate terminate of this Agreement.
<br />G. INDEMNIFICATION
<br />If either party breaches this Agreement, then the breaching party shall defend, indemnify and
<br />hold harmless the non -breaching party, its officers, agents and employees against all claims,
<br />losses, demands, actions, liabilities, and costs (including, without limitation, reasonable
<br />attorneys' fees and expenses) arising from such breach. In addition, if Keenan (i) becomes
<br />the subject of a subpoena or is otherwise compelled to testify or (ii) becomes the subject of a
<br />claim, demand, action or liability brought or asserted by one of Client's employees, Plan
<br />beneficiaries, or Plan vendors ("Third -Party Demand") relating to the Services and such
<br />Third -Party Demand is not a direct result of Keenan's negligence or willful misconduct, then
<br />Client shall defend, indemnify and hold Keenan harmless from all losses, payments, and
<br />expenses incurred by Keenan in resolving such Third -Party Demand.
<br />LIMITATION OF LIABILITY
<br />Notwithstanding anything to the contrary in this Agreement, in no event shall either party be
<br />liable for any punitive damages, fines, penalties, taxes, or any indirect, incidental, or
<br />consequential damages incurred by the other party, its officers, employees, agents,
<br />contractors or consultants whether or not foreseeable and whether or not based in contract
<br />or tort claims or otherwise, arising out of or in connection with this Agreement even if
<br />advised of the possibility of such damage. Keenan's liability under this Agreement shall
<br />further be limited to, and shall not exceed, the amount of its available insurance coverage,
<br />but not exceeding the limits of coverage outlined in Section 5.
<br />8. DISPUTE RESOLUTION
<br />A. In the event of any dispute arising out of or relating to this Agreement that cannot be
<br />settled through informal discussion or mediation, such dispute shall be resolved by
<br />submission to binding arbitration before Judicial Arbitration & Mediation Services
<br />("JAMS") or ADR Services, at the claimant's choice, in Los Angeles County, California,
<br />before a retired judge or justice. If the parties are unable to agree on a retired judge or
<br />justice, the selected arbitration service (JAMS or ADR Services) will select the arbitrator.
<br />B. In any such arbitration, the parries shall be entitled to take discovery in accordance with
<br />the provisions of the California Code of Civil Procedure, but either party may request
<br />that the arbitrator limit the amount or scope of such discovery, and in determining
<br />whether to do so, the arbitrator shall balance the need for the discovery against the
<br />parties' mutual desire to resolve disputes expeditiously and inexpensively.
<br />Keenan & Associates— License #0451271
<br />EB Consulting Seeviees Abneement (PM2)
<br />Confidential for Client Usc Only
<br />(lie,. 05/15/20)
<br />Page 5 of 17
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