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CITY OF SANTA ANA
<br />RFP NO.: 21-122
<br />ON -CALL ELECTRICAL REPAIR AND REHABILITATION SERVICES
<br />to forthwith terminate this Agreement. Such termination shall not affect Consultant's
<br />right to be paid for its time and materials expended prior to notification of termination.
<br />Consultant waives the right to receive compensation and agrees to indemnify the City
<br />for any work performed prior to approval of insurance by the City.
<br />8. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, Consultants, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out
<br />of claims for personal injury, including death, and claims for property damage, which may arise
<br />from the negligent operations of the Consultant or its subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />Agreement. This indemnity and hold harmless agreement applies to all claims for damages,
<br />just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or
<br />effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special
<br />counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br />effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be
<br />limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to,
<br />or relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
<br />representatives, and employees against any and all liability, including costs, and attorney's
<br />fees, for infringement of any United States' letters patent, trademark, or copyright contained in
<br />the work product or documents provided by Consultant to the City pursuant to this Agreement.
<br />10. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed under
<br />this Agreement. Consultant shall maintain complete and accurate records with respect to the
<br />costs incurred under this Agreement and any services, expenditures, and disbursements
<br />charged to the City for a minimum period of three (3) years, or for any longer period required
<br />by law, from the date of final payment to Consultant under this Agreement. All such records
<br />and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
<br />examine, audit, and make transcripts or copies of such records and any other documents
<br />created pursuant to this Agreement during regular business hours. Consultant shall allow
<br />City of Santa Ana RFP 21-122
<br />On -Call Electrical Repair and Rehabilitation Services
<br />Page 28
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