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vill. Consultant shall supply City with a fully executed additional insured
<br />endorsement.
<br />g. If Consultant fails or refuses to produce or maintain the insurance required by this
<br />section or fails or refuses to furnish the City with required proof that insurance has
<br />been procured and is in force and paid for, the City shall have the right, at the City's
<br />election, to forthwith terminate this Agreement. Such termination shall not affect
<br />Consultant's right to be paid for its time and materials expended prior to notification
<br />of termination. Consultant waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance by the City.
<br />10. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its
<br />officers, agents, employees, contractors, special counsel, and representatives from liability:
<br />(1) for personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />arising out of claims for personal injury, including death, and claims for property damage,
<br />which may arise from the negligent operations of the Contractor, its subcontractors, agents,
<br />employees, or other persons acting on its behalf which relates to the services described in
<br />section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agreement. This indemnity and hold harmless agreement applies
<br />to all claims for damages, just compensation, restitution, judicial or equitable relief suffered,
<br />or alleged to have been suffered, by reason of the events referred to in this Section or by
<br />reason of the terms of, or effects, arising from this Agreement. The Consultant further
<br />agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br />fees and costs for special counsel to be selected by the City, regarding any action by a third
<br />party challenging the validity of this Agreement, or asserting that personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief due to personal or property rights
<br />arises by reason of the terms of, or effects arising from this Agreement. City may make all
<br />reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code
<br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code
<br />Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
<br />recklessness, or willful Misconduct of the Consultant.
<br />11. INTELLECTUAL PROPERTY INDEMINIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives,
<br />and employees against any and all liability, including costs, for infringement of any United
<br />States' letters patent, trademark, or copyright infringement, including costs, contained in
<br />the work product or documents provided by Consultant to the City pursuant to this
<br />Agreement.
<br />12. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Consultant shall maintain complete and accurate records with
<br />respects to the costs incurred under this Agreement and any services, expenditures, and
<br />disbursements charged to the City for a minimum period of three (3) years, or for any
<br />longer period required by law, from the date of final payment to Consultant under this
<br />Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow
<br />a representative of the City to examine, audit, and make transcripts or copies of such
<br />records and any other documents created pursuant to this Agreement during regular
<br />City of Santa Ana— Revenue Auditing, Recovery, Reporting, Analysis, and Legislative/State Agency
<br />Liaison and Implementation Monitoring Services
<br />Request for Proposals No. 20-137 Page 36
<br />October 26, 2020
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