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e. The following requirements apply to the insurance to be provided by
<br />Consultant pursuant to this section:
<br />i. Consultant shall maintain all insurance required above in full force
<br />and effect for the entire period covered by this Agreement.
<br />ii. Certificates of insurance shall be furnished to the City upon execution
<br />of this Agreement and shall be approved by the City.
<br />iii. Certificates and policies shall state that the policies shall not be
<br />canceled or reduced in coverage or changed in any other material
<br />aspect without thirty (30) days prior written notice to the City.
<br />iv. Consultant shall supply City with a fully executed additional insured
<br />endorsement.
<br />f. If Consultant fails or refuses to produce or maintain the insurance required
<br />by this section or fails or refuses to furnish the City with required proof that
<br />insurance has been procured and is in force and paid for, the City shall have
<br />the right, at the City's election, to forthwith terminate this Agreement. Such
<br />termination shall not affect Consultant's right to be paid for its time and
<br />materials expended prior to notification of termination. Consultant waives
<br />the right to receive compensation and agrees to indemnify the City for any
<br />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
<br />officers, agents, employees, contractors, special counsel, and representatives from
<br />liability: (1) for personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief arising out of claims for personal injury, including death, and claims for
<br />property damage, which may arise from the negligent operations of the Consultant, its
<br />subcontractors, agents, employees, or other persons acting on its behalf which relates to
<br />the services described in section 1 of this Agreement; and (2) from any claim that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason
<br />of the terms of or effects arising from this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events
<br />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
<br />for the defense of the City, including fees and costs for special counsel to be selected by
<br />the City, regarding any action by a third party challenging the validity of this Agreement,
<br />or asserting that personal injury, damages, just compensation, restitution, judicial or
<br />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
<br />to its 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
<br />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
<br />Consultant.
<br />City of Santa Ana - RFP 24-085
<br />AMI Implementation Support Services
<br />Page 21 of 32
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