|
To the fullest extent permitted by law, contractor shall indemnify, defend and hold harmless City,
<br />its officers, agents and employees (collectively, the "indemnified parties") from and against any
<br />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 contract (including, without limitation,
<br />defects in workmanship and/or materials) or contractor's presence or activities conducted
<br />performing the work (including the negligent and/or willful acts, errors and/or omissions of
<br />contractor, 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 contractor to indemnify the indemnified parties from any claim arising from
<br />the sole negligence or willful misconduct of the indemnified parties. Nothing in this indemnity
<br />shall be construed as authorizing any award of attorney's fees in any action on or to enforce the
<br />terms of this contract. This indemnity shall apply to all claims and liability regardless of whether
<br />any insurance policies are applicable. The policy limits do not act as a limitation upon the
<br />amount of indemnification to be provided by the contractor.
<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 Contractor:
<br />H. TERMINATION
<br />The City reserves the right to terminate the contract as follows:
<br />In the event contractor fails or refuses to timely perform any of the provisions of this
<br />agreement in the manner required, or if contractor violates any provision of this
<br />agreement, contractor shall be deemed in default. City shall provide written notice of
<br />such default to contractor's project manager. Contractor shall cure said default within a
<br />period of two (2) working days. If such cure is not completed in a timely manner, City
<br />may assess liquidated damages or terminate the agreement forthwith by giving written
<br />notice to contractor's project manager. City may, in addition to the other remedies
<br />provided in this agreement or authorized by law, terminate this agreement by giving
<br />written notice of termination. Contractor shall be responsible for all costs incurred by
<br />City, including replacement costs of equipment and labor required to provide service
<br />during contractor's default. In the event of such termination for cause, City shall pay
<br />contractor that portion of compensation specified in the agreement that is earned and
<br />RFP #14-044 — On -Call Emergency Sewer and Water System Repair Services
<br />Page 15
<br />
|