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(9)
<br />CITY OF SANTA ANA
<br />Consultant shall furnish City with original Certificates of Insurance including all required amendatory
<br />endorsements (or copies of the applicable policy language effecting coverage required by this clause)
<br />and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements
<br />before work begins. However, failure to obtain the required documents prior to the work beginning shall
<br />not waive Consultant's obligation to provide them.
<br />City reserves the right to require complete, certified copies of all required insurance policies, including
<br />endorsements required by these specifications, at any time.
<br />Special Risks or Circumstances
<br />City reserves the right to modify these requirements, including limits, based on the nature of the risk,
<br />prior experience, insurer, coverage, or other special circumstances.
<br />7. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, contractors, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims for property damage, which may arise from the negligent operations
<br />of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which
<br />relates to 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 of the terms
<br />of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all
<br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have
<br />been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects,
<br />arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all
<br />costs for the defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property
<br />rights 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. Notwithstanding the
<br />foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above
<br />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.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including costs, for infringement of any United States' letters
<br />patent, trademark, or copyright infringement, including costs, contained in the work product or documents
<br />provided by Consultant to the City pursuant to this Agreement.
<br />9. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed under
<br />this Agreement. Consultant shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City
<br />for a minimum period of three (3) years, or for any longer period required by law, from the date of final
<br />payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
<br />Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
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