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If to CITY:
<br />City of Santa Ana
<br />Executive Director, Finance and
<br />Management Services Agency
<br />City of Santa Ana
<br />20 Civic Center Plaza (M-17)
<br />Santa Ana, CA 92702
<br />Phone: (714) 647-6960
<br />Facsimile: (714) 647-5414
<br />If to CONSULTANT:
<br />Avenu Insights and Analytics, LLC
<br />Attn: Contract Department
<br />7625 N. Palm Ave., Ste. 108
<br />Fresno, CA 93711
<br />Phone: (559) 271-6852
<br />Facsimile: (559) 312-2852
<br />Email: le al avenuinsi hts.com
<br />Representative or designees: CONSULTANT Primary Representative/Project Manager shall be:
<br />Management Contact
<br />Name: Jonathan Gerth
<br />Title: Vice President, Tax and Audit
<br />Phone: (205) 616-1140
<br />E-Mail: Jonathan.Gerth avenuinsi hts.com
<br />Representative or designees: City of Santa Ana's Primary Representative/Project Manager shall be:
<br />Willard Holt, Treasury and Customer Services Manager
<br />20 Civic Center Plaza, Room 1105, Santa Ana, CA 92701
<br />Phone: (714) 647-54561 Email: wholt@santa-ana.org
<br />3-7. Indemnity: CONSULTANT shall indemnify, defend, and hold harmless the CITY, its officers,
<br />agents, and employees, from and against any and all claims, liabilities, and losses whatsoever (including
<br />damages to property and injuries to or death of persons, court costs, and reasonable attorneys' fees) to
<br />extent occurring or resulting from CONSULTANT'S negligent or unlawful performance of its obligations
<br />under or breach of the terms of this Agreement, unless such claims, liabilities, or losses arise out of, or
<br />are caused at least in part by the sole negligence or willful misconduct of the CITY. "CONSULTANT'S
<br />performance" includes CONSULTANT'S action or inaction and the action or inaction of CONSULTANT'S
<br />officers, employees, agents and subcontractors.
<br />3-8. Limitation of Liability: In no event shall CONSULTANT, its employees, contractors, directors,
<br />affiliates and/or agents be liable for any special, incidental, or consequential damages, such as, but not
<br />limited to, delay, lost data, disruption, and loss of anticipated profits or revenue arising from or related to
<br />the services, whether liability is asserted in contract or tort, and whether or not CONSULTANT has been
<br />advised of the possibility of any such loss or damage. In addition, CONSULTANT'S total liability
<br />hereunder, including reasonable attorneys' fees and costs, shall in no event exceed an amount equal to
<br />the fees described in EXHIBIT B. The foregoing sets forth the CITY'S exclusive remedy for claims arising
<br />from or out of this Agreement. The provisions of this section allocate the risks between CONSULTANT
<br />and the CITY and CONSULTANT'S pricing reflects the allocation of risk and limitation of liability specified
<br />herein.
<br />3-9. Insurance:
<br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
<br />shall require its Subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Commerciat General Liability Insurance. Consultant shall maintain commercial general liability
<br />insurance naming the City, its officers, employees, agents, volunteers and representatives as
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