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<br />. \ <br /> <br />CONSULTANT NAME: City of Santa Ana <br /> <br />Contract No. C0809167 <br /> <br />title and interest in said matters, including the right to secure and maintain the copyright. <br />trademark and/or patent of said matter in the name of the DISTRICT. CONSULTANT consents <br />to use of CONSULTANT's name in conjunction with the sale, use, performance and distribution <br />of the matters, for any purpose and in any medium. <br />9. Termination: DISTRICT may, at any time, with or without reason, terminate this <br />AGREEMENT and compensate CONSULTANT only for services satisfactorily rendered to the <br />date of termination. Written notice by DISTRICT shall be sufficient to stop further performance <br />of services by CONSULTANT. Notice shall be deemed given when received by the <br />CONSULTANT or no later than three days after the day of mailing, whichever is sooner. <br />DISTRICT may terminate this AGREEMENT upon written notice of intention to terminate for <br />cause. Cause shall include: (a) material violation ofthe AGREEMENT by the CONSULTANT; <br />or (b) any act by CONSULTANT exposing the DISTRICT to liability to others for personal <br />injury or property damage; or (c) CONSULTANT is adjudged bankrupt, CONSULTANT makes <br />a general assignment for the benefit of creditors or a receiver is appointed due to <br />CONSULTANT's insolvency. Written notice by DISTRICT shall contain the reasons for such <br />intention to terminate and unless within ten (10) days after service of such notice the condition or <br />violation shall cease, or satisfactory arrangements for the correction thereof be made, this <br />AGREEMENT shall, upon the expiration often (10) days cease and terminate. In the event of <br />such termination, the DISTRICT may secure the required services from another contractor. If <br />the cost to the DISTRICT exceeds the cost of providing the service pursuant to this <br />AGREEMENT, the excess cost shall be charged to and collected from the CONSULTANT. The <br />foregoing provisions are in addition to, and not a limitation of, any other rights or remedies <br />available to the DISTRICT. Written notice by DISTRICT shall be deemed given when received <br />by the other party, or no later than three days after the day of mailing, whichever is sooner. <br />10. Hold Harmless: CONSULTANT agrees to and shall defend, indemnifY and hold harmless <br />the DISTRICT, its Governing Board, officers, agents, employees and volunteers from all claims, <br />including active and passive claims, losses, costs, attorney fees and expenses arising out of any <br />liability or claim of liability for personal injury, bodily iqjury to persons or death, furnishing or <br />use of any copyrighted or uncopyrighted matter or patented or unpatented <br />invention, contractual liability, and damage to property sustained or claimed to have been <br />sustained arising out of activities/services provided by CONSULTANT or its subcontractors, <br /> <br />5/30/08 <br /> <br />3 <br />