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CITY OF SANTA ANA
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<br />policy endorsements to Entity before work begins. However, failure to obtain the required
<br />documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.
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<br />The Entity reserves the right to require complete, certified copies of all required insurance policies,
<br />including endorsements required by these specifications, at any time.
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<br />Special Risks or Circumstances
<br />Entity reserves the right to modify these requirements, including limits, based on the nature of the
<br />risk, prior experience, insurer, coverage, or other special circumstances.
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<br />INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property
<br />damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees,
<br />or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
<br />from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by
<br />reason of the terms of or 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, 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 effects, arising from this
<br />Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the
<br />City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity 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 effects arising from
<br />this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the
<br />above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
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<br />INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any
<br />and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright
<br />infringement, including costs, contained in the work product or documents provided by Consultant to the City
<br />pursuant to this Agreement.
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<br />RECORDS
<br />Contractor shall keep records and invoices in connection with the work to be performed under this Agreement.
<br />Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement
<br />and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or
<br />for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such
<br />records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine,
<br />audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement
<br />during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and
<br />activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under
<br />this Agreement.
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<br />CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information is reasonably understood
<br />to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in
<br />the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its
<br />own information of like importance, but in no event less than reasonable care. “Confidential Information” shall
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<br />include all nonpublic information. Confidential information includes not only written information, but also information
<br />transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by SAMPLEEXHIBIT 1
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