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<br />- 5 - <br />Client: City of Santa Ana <br /> 20 Civic Center Plaza <br /> Santa Ana, CA 92701 <br />Attention: City Manager <br />BB&K: Best Best & Krieger LLP <br />18101 Von Karmen, Suite 1000 <br />Irvine, CA 92614 <br /> Attention: Sonia R. Carvalho <br />3.20 Indemnification. <br />(A) BB&K agrees to indemnify City / Agency, its officers, employees and agents <br />against, and will hold and save each of them harmless from, any and all actions, suits, claims, <br />damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities <br />(herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising <br />from the negligent acts or omissions of BB&K hereunder, or arising from BB&K’s negligent <br />performance of any term, provision, covenant or condition of this Agreement, except to the extent <br />such claims or liabilities arise from the negligence or willful misconduct of City, its officers, agents <br />or employees. <br />(B) City acknowledges BB&K is being appointed as City Attorney pursuant to the <br />authority of Government Code Section 36505, and has the authority of that office. Accordingly, <br />the City is responsible pursuant to Government Code Section 825 for providing a defense for the <br />City Attorney for actions within the scope of its engagement hereunder. Therefore, City agrees to <br />undertake its statutory duty and indemnify BB&K, its officers, employees and agents against and <br />will hold and save each of them harmless from, any and all claims or liabilities that may be asserted <br />or claims by any person, firm or entity arising out of or in connection with the work, operations or <br />activities of BB&K within the course and scope of its performance hereunder, but nothing herein <br />shall require City to indemnify BB&K for liability arising from its own negligence or alleged <br />negligence. In connection herewith: <br />(i) City will promptly provide a defense and pay any judgment rendered against <br />the City, its officers, agency or employees for any such claims or liabilities arising out of or in <br />connection with such work, operations or activities of City hereunder; and <br />(ii) In the event BB&K, its officers, agents or employees is made a party to any <br />action or proceeding filed or prosecuted against City for such damages or other claims solely <br />arising out of or in connection with the work operation or activities of City hereunder, City agrees <br />to pay to BB&K, its officers, agents or employees any and all costs and expenses incurred by <br />attorney, its officers, agents or employees in such action or proceeding, including, but not limited <br />to, legal costs and attorneys’ fees. <br />IN WITNESS WHEREOF, the Client and BB&K have executed this Agreement for City <br />Attorney and Special Counsel Legal Services as of the date first written above. <br />(SIGNATURES CONTAINED ON FOLLOWING PAGE)