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F. HOLD HARMLESS/ INDEMNIFICATION
<br />To the fullest extent permitted by law, Consultant shall Indemnify, defend and hold harmless
<br />City, its officers, agents and employees (collectively, the "indemnified parties ") from and against
<br />any and all claims (including, without limitation, claims for bodily injury, death or damage to
<br />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 -026
<br />Page 19
<br />251 -31
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