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property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, <br />fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, <br />disbursements and court costs) of every kind and nature whatsoever (individually, a claim; <br />collectively, "claims "), which may arise from or in any manner related (directly or indirectly) to <br />any work performed or services provided under this Agreement (including, without limitation, <br />defects in workmanship and /or materials) or Consultant's presence or activities conducted <br />performing the work (including the negligent and /or willful acts, errors and /or omissions of <br />Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, <br />subcontractors, anyone employed directly or indirectly by any of them or for whose acts they <br />may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be <br />construed to require Consultant to indemnify the indemnified parties from any claim arising from <br />the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to <br />all claims and liability regardless of whether any insurance policies are applicable. The policy <br />limits do not act as a limitation upon the amount of indemnification to be provided by the <br />Consultant. <br />G. NOTICE <br />Any notice, tender, demand, delivery or other communication pursuant to this agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first <br />class or certified mail, postage prepaid, sent by telefacsimile communication, or via e-mail to the <br />following persons: <br />To City: Clerk of the Council <br />City of Santa Ana <br />20 Civic Center Plaza (M -30) <br />Santa Ana, CA 92701 <br />Fax 714- 647 -6956 <br />With courtesy copy to: Public Works Agency — (Division) <br />To Consultant: <br />H. TERMINATION <br />The City reserves the right to terminate the Agreement as follows <br />1. This agreement may be terminated without cause by City upon thirty (30) days written <br />notice delivered to the Consultant either personally or by mail. Upon termination, City <br />shall pay to Consultant that portion of compensation specified in the agreement that is <br />earned and unpaid prior to the effective date of termination. <br />2. In addition to, or in lieu of, remedies provided in this agreement or pursuant to law, City <br />shall have the right to withhold all or a portion of Consultant's compensation for <br />Agreement services if, in the judgment of the projects manager or designee, the level of <br />service falls below appropriate standards and /or Consultant fails to satisfactorily perform <br />Agreement services. City shall have the right to retain funds withheld until the projects <br />manager or designee determines that Agreement services are performed as well and as <br />frequently as required by this agreement. <br />City of Santa Ana RFP 14 -003 <br />26Fe -26 <br />