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(i) Provider shall maintain all insurance required above in full force and <br />effect for the entire period covered by this Agreement. <br />(ii) Certificates of insurance shall be furnished to the City upon execution of this <br />Agreement and shall be approved in form by the City. <br />(iii) Certificates and policies shall state that the policies shall not be canceled <br />or reduced in coverage or changed in any other material aspect without <br />thirty (30) days prior written notice to the City. <br />(iv) Provider shall supply City with fully executed additional insured endorsement. <br />f. If Provider fails or refuses to produce or maintain the insurance required by this <br />section or fails or refuses to furnish the City with required proof that insurance has been procured <br />and is in force and paid for, the City shall have the right, at the City's election, to terminate this <br />Agreement. Such termination shall not affect Provider's right to be paid for its time and <br />materials expended prior to notification of termination. Provider waives the right to receive <br />compensation and agrees to indemnify the City for any work performed prior to approval of <br />insurance by the City. <br />6. INDEMNIFICATION <br />Provider agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, Providers, special counsel, and representatives from liability: (1) for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including death, and claims for property damage, which may arise from the <br />negligent operations of the Provider or its contractors, subcontractors, agents, employees, or <br />other persons acting on their behalf which relates to the services described in section 1 of this <br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, <br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. <br />This indemnity and hold harmless agreement applies to all claims for damages, just <br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, <br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising <br />from this Agreement. The Provider further agrees to indemnify, hold harmless, and pay all costs <br />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 <br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to <br />personal or property rights arises by reason of the terms of, or effects arising from this <br />Agreement. City may make all reasonable decisions with respect to its representation in any <br />legal proceeding. Notwithstanding the foregoing, to the extent Provider's services are subject to <br />Civil Code §2782.8, the above indemnity shall be limited, to the extent required by Civil Code <br />§2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful <br />misconduct of the Provider. <br />Page 3 of 8 <br />251-5 <br />