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right to require complete, certified copies of all required insurance policies, including
<br />endorsements required by these specifications, at anytime.
<br />9. Subcontractors: Operator shall require and verify that all subcontractors maintain
<br />insurance meeting all the requirements stated herein, and Operator shall ensure that City
<br />is an additional insured on insurance required from subcontractors.
<br />10. Special Risks or Circumstances: City reserves the right to modify these requirements,
<br />including limits, based on the nature of the risk, prior experience, insurer, coverage, or
<br />other special circumstances.
<br />IX
<br />INDEMNITIES
<br />A. Operator will release, indemnify and defend (with counsel reasonably acceptable to the Indemnitees)
<br />Owner, the City of Santa Ana, California, and their respective members, managers, partners, officers,
<br />directors, affiliates, representatives, funders, agents, employees, successors and assignees (collectively,
<br />"Indemnitees") , from and against any and all claims, demands, damages, losses, lawsuits and other
<br />proceedings, judgments, causes of action, liabilities, claims of lien, liens, and expenses civil or criminal
<br />penalties and charges, costs (including, without limitation, reasonable attorneys', contractors' and
<br />experts' fees and costs) (collectively, "Claims") to the extent such Claims are caused by Operator's
<br />performance of the Parking Services, including: (i) Operator's breach of any of its obligations or
<br />representations under this Agreement, (ii) willful misconduct or any negligent act, error or omission of
<br />Operator, or personnel under its control including its partners, members, managers, agents, officers,
<br />directors, representatives, employees and anyone for whose acts or omissions Operator may be liable, in
<br />connection with the performance or conduct of the Services; (iii) any injury or death of any person
<br />(including, without limitation, injury or death of Operator's employees, agent, invitees, assignees,
<br />contractors or subcontractors) or damage or destruction of the property of any person or entity that is
<br />caused by Operator's or Operator's agents or employees' performance of Services under the Agreement
<br />or otherwise provided by Operator or Operator's agents or employees to the Parking Facilities, or any
<br />other act or omission of such parties, but only to the extent such are caused by Operator's negligence;
<br />and (iv) any alleged or actual violations by Operator or Operator's agents or employees of any law,
<br />ordinance, rule or regulation governing or otherwise affecting the business operations of Operator or
<br />Operator's performance of services and obligations under the Agreement. Notwithstanding the foregoing,
<br />Operator shall have no obligation to indemnify and defend Indemnitees from any Claims caused by
<br />Indemnitees' gross negligence or willful misconduct. The duty to defend referenced herein is wholly
<br />independent from the duty to indemnify, arises upon written notice by City to Contractor of a claim within
<br />the potential scope of this indemnification provision.
<br />B. Notwithstanding anything in Section IX.A, to the contrary, all of the Indemnitees retain the right to defend
<br />any such Claims through counsel of their own choosing when the Indemnitee reasonably determines there
<br />is a conflict of interest between Operator and such Indemnitee, and (so long as such Indemnitee gives
<br />Operator at least thirty (30) days' notice of the terms of the proposed settlement thereof and permits the
<br />Operator to then undertake the defense thereof) to settle such Claim, and to recover the amount of such
<br />settlement or of any judgment and the reasonable costs and expenses of such defense from Operator.
<br />Operator will, upon receipt of notice of any Claim, promptly take all action necessary to make a claim
<br />under any applicable insurance policy or policies Operator is carrying and maintaining; however, if
<br />Operatorfails to take such action as is necessary to make a claim under any such insurance policy, Operator
<br />will release, indemnify and defend the Indemnitees from any and all costs, charges, expenses, and
<br />liabilities incurred by them in making any claim on behalf of Operator under any insurance policy or policies
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